BOOK POST

“Printed Matter”

To, Annual Report 2009-10

52
Years
Serving Power Sector

Powering Ahead
PRODUCT info@trisyscom.com

If undelivered, please return to:

APAR INDUSTRIES LTD.
301, Panorama Complex, R. C. Dutt Road “Tomorrow's
Vadodara - 390007
Progress Today”
A

www.apar.com
 Registered Office: 301, Panorama Complex, R. C. Dutt Road, Vadodara – 390 007.

Forward-looking statement
ATTENDANCE SLIP
In this Annual Report we have disclosed forward-looking information to enable investors to comprehend our
Please complete the Attendance Slip and hand it over at the entrance of the Meeting place. Joint Shareholders may obtain additional
prospects and take informed investment decisions. This report and other statements - written and oral - that we
Attendance Slips on request.
periodically make contain forward-looking statements that set out anticipated results based on the management’s
plans and assumptions. We have tried wherever possible to identify such statements by using words such as Name & Address of the Member/s_____________________________________________________________________________________
‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in
connection with any discussion of future performance. __________________________________________________________________________________________________________________

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been Ledger Folio No. (s)_____________________________DP ID No.* _________________________& Client ID No. *____________________
prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate
No. of Shares held _________________________________________________________________________________________________
assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove
* Applicable for members holding shares in electronic form.
inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear
this in mind. I hereby record my presence at the 21st Annual General Meeting to be held on Monday, 2nd August, 2010 at 2.30 P.M. at the
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new Auditorium of Vanijya Bhavan, Central Gujarat Chamber of Commerce, Race Course Circle, Vadodara – 390 007.
information, future events or otherwise.

Signature of the Member/Proxy

Registered Office: 301, Panorama Complex, R. C. Dutt Road, Vadodara – 390 007.

PROXY FORM

Ledger Folio No. (s) _______________________ DP ID No. * _______________________& Client ID No. * _______________________

No. of Shares held _________________________________________________________________________________________________

I/we __________________________________________________________ of _________________________________________________

being a Member / Members of Apar Industries Limited hereby appoint _____________________________________________________

of ______________________________________________ or failing him/her _________________________________________________

Contents
Corporate Information 01
Directors’ Report 09 Corporate Governance Report 19
Profit and Loss Account 35
Section 212 Statement 62
of _________________________________________________ as my / our proxy to attend and vote for me / us and on my / our behalf
at the 21st Annual General Meeting of the Equity Shareholders of the Company to be held on Monday, 2nd August, 2010
at 2.30 P.M. at the Auditorium of Vanijya Bhavan, Central Gujarat Chamber of Commerce, Race Course Circle, Vadodara – 390 007,
Financial Highlights for last five years (Consolidated) 02 Notice 03
and at any adjournment thereof.
Auditors’ Report 30 Balance Sheet 34
Signed this ___________________________day of ____________________________2010 by the said ___________________________
Schedules 36 Balance Sheet Abstract 60 Cash Flow Statement 61
* Applicable for members holding shares in electronic form.
Affix a
Consolidated Accounts 63 Re. 1
Revenue
Stamp
here

Signature(s) of Member(s)

Note : This Proxy Form must be deposited at the Registered Office of the Company not later than 48 hours before the time for holding
the meeting. The Proxy need not be a Shareholder of the Company.
Corporate Information
BOARD OF DIRECTORS
Dr. N. D. Desai Chairman
Mr. V. A. Gore Upto December 1, 2009
Dr. N. K. Thingalaya
Mr. F. B. Virani
Mr. Kushal N. Desai Managing Director
Mr. C. N. Desai Joint Managing Director
Mr. H. N. Shah
Mr. Gary Ng Jit Meng Upto January 21, 2010

AUDIT COMMITTEE
Mr. V. A. Gore Chairman
(Upto December 1, 2009)
Mr. H. N. Shah Member - w.e.f. January 21, 2010
Chairman - w.e.f. May 25, 2010
Dr. N. K. Thingalaya
Mr. F. B. Virani
Mr. Gary Ng Jit Meng Upto January 21, 2010

COMPANY SECRETARY
Mr. Sanjaya Kunder

AUDITORS
M /s. Price Waterhouse
Chartered Accountants, Mumbai

BANKERS
Union Bank of India Syndicate Bank ING-Vysya Bank Ltd.
IDBI Bank Limited ICICI Bank Ltd. State Bank of India
Standard Chartered Bank Yes Bank Ltd. Bank of Baroda
Axis Bank Ltd.

REGISTERED OFFICE CORPORATE OFFICE

301, Panorama Complex, Apar House, Corporate Park
R.C. Dutt Road Sion – Trombay Road, Chembur,
Vadodara – 390 007 Mumbai – 400 071.
Tel: (++91) (265) 2339906, 2331935 Tel: (++91) (22) 25263400, 67800400
Fax: (++91) (265) 2330309 Fax: (++91) (22) 2524 6326
e-mail: com_sec@apar.com e-mail: corporate@apar.com
Website: www.apar.com Website: www.apar.com

REGISTRAR & SHARE TRANSFER AGENT

MCS Limited
Neelam Apartment, 88, Sampatrao Colony,
B/H Standard Chartered Bank,
Alkapuri, Vadodara – 390 007.
Tel: (++91) (265) 2339397, 2350490
Fax: (++91) (265) 2341639
e-mail: mcsbaroda@yahoo.com
 Financial Highlights Notice
for last five years (Consolidated)

(Rupees in million)
Particulars 2009-10 2008-09 2007-08 2006-07 2005-06 NOTICE is hereby given that the TWENTY FIRST Annual General and Listing Agreements, entered into by the Company with
PROFIT AND LOSS ACCOUNT DATA Meeting of the Equity Shareholders of APAR INDUSTRIES the Stock Exchanges where the shares of the company are
Sales (Net of Excise) 22,355 26,371 17,658 15,114 11,124 LIMITED will be held at the Auditorium of the Vanijya Bhavan, listed and subject to any approval, consent, permission and
% of Growth (15) 49 17 36 27 Central Gujarat Chamber of Commerce, Race Course Circle, / or sanction of the members of the Company by way of
Exports 6,236 7,899 6,874 3,157 1,956 Vadodara – 390 007 on Monday, the 2nd August, 2010 at 2.30 Special Resolution, if any, Government of India (GOI),
Materials, Operating and other costs 20,901 25,717 16,467 14,047 10,507 P.M. to transact the following business : Reserve Bank of India (RBI), Stock Exchanges, Registrar of
Employee cost 321 256 185 159 154 Companies, Securities and Exchange Board of India (SEBI)
Depreciation 185 147 140 100 86
Ordinary Business: and / or any other competent authorities, institutions or
1. To receive, consider and adopt Balance Sheet as at March bodies, within or outside India, and subject to such
Interest and Discounting charges 332 412 371 324 209
31, 2010 and Profit and Loss Account for the year ended conditions and modifications as may be prescribed by any of
Profit before tax, exceptional & Extraordinary Items 1,016 5 739 686 546
on that date together with Reports of Directors and them while granting such approvals, permissions, consents
% of Growth 19,083 (99) 8 26 52
Auditors thereon. and sanctions and which may be agreed by the Board of
Taxation 224 23 118 167 110
Profit after Tax (PAT) 792 (18) 621 519 436 2. To declare dividend on Equity Shares of the Company. Directors (hereinafter referred to as “Board” which term shall
Exceptional items 12 17 38 38 17 include any committee thereof, whether constituted or to
3. To appoint a Director in place of Shri C. N. Desai, who retires
Extraordinary Items - net of tax 603 – (323) – – be constituted), approval of the Company be and is hereby
by rotation and being eligible, offers himself for re-
Associate profit/(loss) – (58) (13) – – accorded to the Board to create, offer, issue and allot in one
appointment.
Minority interest 67 40 (4) 1 – or more tranch(es), in the course of domestic and / or
Balance of Profit 244 (53) 889 482 419 4. To appoint a Director in place of Dr. N. K. Thingalaya, who international offerings and /or Qualified Institutional

% of Growth (106) 84 15 33 retires by rotation and being eligible, offers himself for re- Placements (“QIP”), with or without an over allotment /

BALANCE SHEET DATA appointment. green shoe issue option, in one or more foreign markets or

Share Capital 323 323 323 323 846 domestic markets, to domestic institutions, foreign
5. To appoint Auditors of the Company and to fix their
Reserves & Surplus 2,511 2,476 2,521 1,844 992 institutions, non-resident Indians, Indian public, companies,
remuneration.
Net worth 2,834 2,799 2,844 2,167 1,838 corporate bodies, mutual funds, banks, insurance
Special Business: companies, pension funds, individuals, qualified institutional
Minority interest 3 79 6 – –
6. To consider and, if thought fit, to pass with or without buyers or other persons or entities, whether shareholders of
Loan Funds 1,617 1,615 1,009 1,328 1,056
modification(s), the following resolution as a Special the Company or not, through a public issue and / or on a
Defferred Tax (Net) 72 63 54 139 136
Resolution :- private placement basis and / or qualified institutional
Total Liabilities 4,526 4,556 3,913 3,634 3,030
placement within the meaning of Chapter VIII of the SEBI
Gross Block 3,091 2,794 1,469 2,234 1,880 “RESOLVED THAT pursuant to the provisions of Section
ICDR Regulations and /or preferential issue and / or other
Net Block 1,811 1,793 1,107 1,604 1,149 81(1A) and other applicable provisions, if any, of the
kind of public issue and /or private placement or through a
Investments including Goodwill on Consolidation 0 603 374 3 4 Companies Act, 1956, the provisions of Securities and
combination of the foregoing as may be permitted under
Net Current assets 2,715 2,148 2,403 1,984 1,825 Exchange Board of India (Issue Of Capital And Disclosure
applicable law from time to time, with or without an over
Miscellaneous Expenditure – 12 29 43 52 Requirements) Regulations, 2009 (the “SEBI ICDR
(to the extent not written off or adjusted) allotment/ green shoe option, such number of equity shares,
Regulations”), the provisions of the Foreign Exchange
Total Assets 4,526 4,556 3,913 3,634 3,030 secured or unsecured debentures, bonds or any other
Management Act, 1999, and rules and regulations made
KEY RATIOS securities whether convertible into equity share or not,
hereunder, including the Foreign Exchange Management
including, but not limited to, Foreign Currency Convertible
PAT to Sales (%) 1.09 (0.20) 5.03 3.19 3.76 (Transfer and Issue of Securities by a person Resident outside
Bonds (“FCCBs”), Optionally Convertible Debentures
Return on Net Worth (%) 30.57 (1.28) 37.53 26.61 32.90 India) Regulation, 2000, if applicable, the provisions of Issue
(“OCD”), Bonds with share warrant attached, Global
Asset Turns (Revenue to total Assets) 4.96 6.27 4.74 4.61 4.08 of Foreign Currency Convertible Bonds and Ordinary Shares
Depositary Receipts (“GDRs”), American Depositary Receipts
Return on Capital Employed (%) * 24.65 5.94 24.49 23.30 22.03 (Through Depository Receipt Mechanism) Scheme, 1993 and
(“ADRs”) or any other equity related instrument of the
Debt to Equity Ratio 0.36 0.41 0.07 0.29 0.33 subject to any other applicable law or laws, rules and
Company or a combination of the foregoing including but
Earning per Equity Share (Basic) Rs. 7.56 (1.65) 27.48 15.42 13.93 regulations (including any amendment thereto or re-
not limited to a combination of equity shares with bonds
Rate of dividend % p.a. 50% – 55% 35% 35% enactment thereto or re-enactment thereof for the time
and / or any other securities whether convertible into equity
Book value per Equity Share Rs. 87.63 86.22 87.08 65.68 55.22 being in force) and subject to enabling provisions in the
shares or not (hereinafter referred to as “securities”) for a
Share Price as on March 31, 2010 (BSE) 197.50 78.05 205.70 139.20 245.90 Memorandum and Articles of Association of the Company
* excluding extra-ordinary items

2 Apar Industries Limited Annual Report 2009-10 3

 value of upto Rs. 125 Crores (Rupees One Hundred Twenty
Five Crores only), whether to be listed on any stock exchange
inside India or any international stock exchanges outside
India, through an offer document and / or prospectus and /
or offer letter, and / or offering circular, and / or on public
and / or private or preferential basis, whether rupee
denominated in foreign currency at such time or times, at
such price or prices in such manner and on such terms and
conditions including security, rate of interest etc, as may be
decided by and deemed appropriate by the board as per
applicable law, including the discretion to determine the
categories of Investors to whom the offer, issue and
allotment shall be made, considering, the prevailing market
conditions and other relevant factors wherever necessary in
consultation with its advisors, as the board in its absolute
discretion may deem fit and appropriate.
RESOLVED FURTHER THAT in addition to all applicable
Indian laws, the securities issued in pursuance of this
resolution shall also be governed by all applicable laws and
regulations of any jurisdiction outside India where they are
listed or that may in any other manner apply to such
securities or provided in the terms of their issue.
RESOLVED FURTHER THAT any securities that are not
subscribed in issues mentioned above, may be disposed off
by the board in its absolute discretion in such manner, as
the board may deem fit and as permissible by the law.
RESOLVED FURTHER THAT in case of a Qualified
Institutional Placement pursuant to Chapter VIII of the SEBI
ICDR Regulations, the allotment of specified securities shall
only be to Qualified Institutional Buyers within the meaning
of Chapter VIII and the relevant date for the determination
of the price of the equity shares to be issued or issued
pursuant to conversion, shall be the date on which the
board decides to open the issue of securities or such other
time as may be allowed by SEBI ICDR Regulations from time
to time and allotment of specified securities shall be
completed within twelve months from the date of this
resolution.
RESOLVED FURTHER THAT in case of an issuance of FCCBs
/ ADRs / GDRs, the relevant date for the determination of
the issue price of the securities offered, shall be determined
in accordance with the Issue of Foreign Currency Convertible
Bonds and Ordinary Shares (through Depository Receipt
Mechanism) Scheme, 1993 as may be amended from time
to time.
4 Apar Industries Limited
RESOLVED FURTHER THAT the issue of Securities shall be e) Finalization of, signing of and arrangement for the i) Settle all questions, difficulties or doubts that may arise in
subject to the following terms and conditions: submission of the preliminary and final offering circulars / regards to the issue, offer or allotment of securities and
prospectus(es) / offer document(s), and any amendments utilization of the proceeds of the issue in such manner and
a) The Securities shall be subject to the provisions of
and supplements thereto, along with supporting papers to do all such acts, deeds, matters and things as it may in its
Memorandum and Articles of Association of the Company
needed to be filed for seeking listing approval with any absolute discretion deem fit.
and in accordance with the terms of the issue; and
applicable government and regulatory authorities,
RESOLVED FURTHER THAT the Board and/or the
b) The number and / or price of the Securities shall be institutions or bodies as may be required;
Committee authorised by the Board be and is hereby
appropriately adjusted for corporate actions such as bonus
f) Deciding the pricing and terms of the securities, and all other authorised to accept any modifications in the proposals as
issue, rights issue, stock split, merger, demerger, transfer of
related matters, including taking any action on two-way may be required by the authorities involved in such issues
undertaking, sale of division or any such capital or corporate
fungibility for conversion of underlying equity shares into but subject to such conditions as the SEBI/GoI/RBI or such
restructuring.
FCCBs/ GDRs/ ADRs, as per applicable laws, regulations or other appropriate authorities may impose at the time of their
RESOLVED FURTHER THAT for the purpose of giving effect guidelines; approval and as agreed to by the Board;
to the above resolutions, the Board be and is hereby
g) Appoint, in its absolute discretion, managers (including RESOLVED FURTHER THAT without prejudice to the
authorised to do all such acts, deeds, matters and things
lead manager), Investment Bankers, Merchant Bankers, generality of the foregoing, issue of the securities may be
including but not limited to determining the form and
underwriters, guarantors, financial and /or legal advisors, done upon all or any terms or combination of terms in
manner of the issue, including the class of investors to
depositories, custodians, principal paying/transfer/ accordance with international practices relating to the
whom the Securities are to be issued and allotted, number
conversion agents, listing agents, registrars, trustees and all payment of interest, additional interest, premium on
of Securities to be allotted, execution of various transaction
other agencies, whether in India or abroad, entering into or redemption, prepayment or any other debt service payments
documents, creation of mortgage/ charge in accordance
execution of all such agreements/ arrangements/ MoUs/ and all such terms as are provided customarily in an issue of
with Section 293(1)(a) of the Act, in respect of any Securities
documents with any such agencies, in connection with the securities of this nature.
as may be required either on pari-passu basis or otherwise,
proposed offering of the securities;
as it may in its absolute discretion deem fit and to settle all RESOLVED FURTHER THAT the Company may enter into
questions, difficulties or doubts that may arise in regard to h) Approval of the Deposit Agreements(s), the Purchase/ any arrangement with any agency or body authorised by the
the issue, offer or allotment of Securities and utilization of Underwriting Agreement(s), the Trust Deed(s), the Company for the issue of depositary receipts representing
the issue proceeds as it may in its absolute discretion deem Indenture(s), the Master/ Global GDRs / ADRs / FCCBS / other the underlying equity shares issued by the Company in
fit without being required to seek any further consent or securities, letters of allotment, listing application, registered or bearer form with such features and attributes
approval of the members or otherwise to the end and intent engagement letter(s), memorandum of understanding and as are prevalent in international capital markets for
that the members shall be deemed to have given their any other agreements of documents, as may be necessary in instruments of this nature and to provide for the tradability
approval thereto expressly by the authority of this resolution. connection with the issue / offering (including amending, of free transferability thereof as per international practices
varying or modifying the same, as may be considered and regulations (including listing on one or more stock
RESOLVED FURTHER THAT the Board be and is hereby
desirable or expedient), in accordance with all applicable exchange(s) inside or outside India) and under the forms and
authorised to form a committee or delegate all or any of its
laws, rules, regulations and guidelines; practices prevalent in the international markets.”
powers to any Directors (s) or Committee of Directors /
Company Secretary / other persons authorised by the Board
to give effect to the aforesaid resolutions.
RESOLVED FURTHER THAT subject to the applicable laws,
the Board and / or the Committee authorised by the Board
Registered Office : By Order of the Board,
be and is herby authorised to do such acts, deeds and things
301, Panorama Complex, R. C. Dutt Road,
as the Board in its absolute discretion deems necessary or
Vadodara 390 007.
desirable in connection with the issue of the securities,
including, without limitation of the following;
a) Decide the date for the opening of the issue of securities Place : Mumbai Sanjaya Kunder
b) Decide the price band for the issue Date : 25th May, 2010 Company Secretary
c) Finalization of the Issue Price
d) Finalization of the allotment of the securities on the basis of
the subscriptions received.
Annual Report 2009-10 5
 NOTES :
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ALSO
ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND
AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH PROXY
NEED NOT BE A MEMBER. THE PROXY FORM DULY
COMPLETED AND SIGNED SHOULD REACH THE
COMPANY’S REGISTERED OFFICE AT LEAST 48 HOURS
BEFORE THE TIME APPOINTED FOR THE MEETING.
2. The Register of Members and Share Transfer Books for the
Equity Shares of the Company shall remain closed from
Monday, July 26, 2010 to Monday, August 2, 2010, both
days inclusive.
3. Members desirous of obtaining information / details about
the accounts, are requested to write to the Company at least
one week before the meeting, so that proper information
can be made available at the time of meeting.
4. Shareholders who have not so far surrendered their old
share certificates of Gujarat Apar Polymers Limited (GAPL)
for exchange against the new share certificates of the
Company i.e. Apar Industries Limited (AIL) are once again
requested to forward their old share certificates to the
Company for exchange. The old share certificates of GAPL
have already been cancelled and are of no effect or value.
5. Members holding shares in dematerialised form, may please
note that while opening a depository account with
Depository Participant (DP), they have given their bank
account details, which will be printed on their dividend
warrants. However, if any member wants to change /
correct the bank account details, he / she should
communicate the same immediately to the concerned
Depository Participant (DP). Members are also requested to
furnish the bank account details along with MICR code of
their bank to their Depository Participant so as to enable the
Company to ensure payment of dividend through Electronic
Clearing Service (ECS).
6. The details of Directors, seeking appointment / re-
appointment at the ensuing Annual General Meeting as
required in terms of Clause 49 of the Listing Agreement of
the Stock Exchanges, are also annexed hereto and forming
part of the Notice.
7. Consequent upon the introduction of Section 205C by the
Companies (Amendment) Act, 1999, the amount of
dividend remaining unpaid or unclaimed for a period of
6 Apar Industries Limited
seven years from the date of its transfer to the unpaid
Dividend Account of the Company is required to be
transferred to the Investor Education and Protection Fund
set up by the Government of India and no payment shall be
made in respect of any such claims by the Fund.
The unpaid / unclaimed Dividend amount of Equity Shares
of the Company paid on 16.10.2003 (6th Dividend for
2002-03) and 24.11.2003 (Interim Dividend – 2003-04) are
due for transfer to the said fund in the month of October,
2010 and November, 2010, respectively. Members who
have not yet encashed their warrant (s) are requested to
make their claims to the Company without any delay.
8(a)As stated in Para No. 7 (c) of the Directors’ Report, the
Company has received an approval under Section 212(8) of
the Companies Act, 1956 from the Ministry of Corporate
Affairs, Government of India vide its letter dated March 19,
2010 exempting the Company from attaching the Annual
Accounts, Reports and other Statements pursuant to Section
212(1) of the Act, in respect of – (a) Petroleum Specialities
Pte. Ltd., Singapore (PSPL) and (b) Poweroil Speciality
Products FZE, Sharjah, U.A.E., Wholly Owned Subsidiaries
(WOS) of the Company; (c) Quantum Apar Speciality Oils
Pty. Ltd., Australia, Subsidiary of PSPL (d) Uniflex Cables
Limited (UCL), a Subsidiary Company and (e) Marine Cables
& Wires Private Limited, WOS of UCL with the Annual Report
of the Company for the financial year ended March 31,
2010. Therefore, the accounts and reports of the said
subsidiary Companies are not attached herewith.
(b) However, a Statement showing information in aggregate of
the said subsidiary Companies in compliance with the
aforesaid approval letter of Ministry of Corporate Affairs has
been attached with the consolidated financial statements.
(c) The Company shall provide a copy of the Annual Accounts
and related information / reports for the year 2009-2010 of
the subsidiary Companies as required under Section 212 of
the Act to the shareholders on their request, free of cost, at
any point of time. Further, the annual accounts of subsidiary
Companies shall be available for inspection at the Registered
Office and Corporate Office of the Company and that of the
respective subsidiary Company.
9. The required Explanatory Statement pursuant to Section 173
(2) of the Companies Act, 1956 in respect of Special Business
is annexed hereto, forming part of the Notice.
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2)
OF THE COMPANIES ACT, 1956.
Item No. 6 :
The Company proposes to raise funds to the tune of Rs. 125
Crores (Rupees One Hundred Twenty Five Crores only) in one or
more tranches through a public issue and / or on a private
placement basis and/or QIP within the meaning of Chapter VIII
of the SEBI ICDR Regulations and/or preferential issue and/or any
other kind of public issue and/or private placement as may be
permitted under applicable law from time to time. The resolution
contained in the business of the Notice is regarding proposal to
create, offer, issue and allot equity shares and/or such other
Securities as stated in the Special Resolution (the “Securities”)
which seeks to empower the Board of Directors (hereinafter
referred to as “Board” which include any Committee thereof,
whether constituted or to be constituted) to undertake such issue
or offer of securities.
1. Object of the issue :
In order to meet the funds requirement and to strengthen the
financial position and capital base of the Company by
augmenting its long-term resources,
2. Pricing :
In case of an issue of the Securities to Qualified Institutional
Buyers pursuant to Chapter VIII of the SEBI ICDR Regulations, the
issue price of Securities shall be at a price, being not less than the
price calculated in accordance with Chapter VIII of SEBI ICDR
Regulations as may be amended from time to time and the
Relevant Date in this regard shall be the date on which the board
decides to open the issue of securities or such other time as may
be allowed by SEBI ICDR Regulations from time to time.
In case of a Qualified Institutional Placement pursuant to Chapter
VIII of the SEBI ICDR Regulations, the allotment of securities shall
be completed within twelve months from the date of passing of
this resolution.
In case of issue of ADRs / GDRs the issue price shall be at a price,
being not less than the price calculated in accordance with
applicable law including the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (Through Depository
Receipts Mechanism) Scheme, 1993, as may be amended from
time to time.
3. Terms and Conditions :
The detailed terms and conditions for the offer will be
Registered Office :
301, Panorama Complex, R. C. Dutt Road,
Vadodara 390 007.
Place : Mumbai
Date : 25th May, 2010
determined by the Board in consultation with Advisors, Lead
Manager / Book Runners, Underwriters and such other authority
or authorities as may be required to be consulted by the
Company considering the prevailing market conditions and other
relevant factors.
The issue/ allotment/ conversion would be subject to the
availability of regulatory approvals, if any. The conversion of
securities, held by foreign investors, into shares would be subject
to the applicable foreign investment limits.
The Special Resolution seeks to empower the Board and/or
Committee authorised by the Board, to issue Securities in one or
more tranche or tranches, at such time / times, and to such
person(s) as the Board may in its absolute discretion deem fit.
Section 81(1A) of the Companies Act, 1956 and the relevant
clause of the Listing Agreement with the Stock Exchanges where
the Equity Shares of the Company are listed provides, inter alia,
that when it is proposed to increase the issued capital of a
company by allotment of further shares, such further shares shall
be offered to the existing shareholders of such company in the
manner laid down in Section 81 unless the shareholders in a
general meeting decide otherwise. Since the Special Resolution
proposed in the business of the Notice results in the issue of
shares of the Company otherwise than to the members of the
Company, consent of the shareholders is being sought pursuant
to the provisions of Section 81 (1A) and other applicable
provisions of the Companies Act, 1956 and the Listing
Agreement.
The Special Resolution, if passed, will have the effect of allowing
the Board and/or the Committee authorised by the Board to issue
and allot Securities to the investors who may or may not be the
existing shareholders of the Company and the Board and/or the
Committee authorised by the Board will have the power to
decide the date of opening of the Issue.
The Directors of the Company may be deemed to be concerned
or interested in the above resolution only to the extent of shares
held by them in the Company.
The Board of Directors recommend the Special Resolution for
your approval.
By Order of the Board,
Sanjaya Kunder
Company Secretary
Annual Report 2009-10 7
 Directors’ Report
To
The Shareholders,
DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE Your Directors have pleasure in submitting the 21st Annual Report of the Company together with the audited annual accounts
ENSUING ANNUAL GENERAL MEETING. showing the financial position of the Company for the year ended March 31, 2010.
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
1. Financial results Rs. in millions

Name of Director Shri C. N. Desai Dr. N. K. Thingalaya Particulars Company Consolidated*

2009-10 2008-09 2009-10 2008-09
Date of Birth 15.07.1971 04.11.1937 Sales turnover 19,980.54 24,634.13 22,355.45 26,370.60
(after deduction of excise duty amount of)
Date of Appointment 29.05.1993 27.07.2001
Other income 166.39 63.23 160.00 62.26
Expertise in specific functional areas Chemical Engineering Banking Profit for the year before interest, depreciation/
amortisation, taxation and exceptional items 1,385.11 524.03 1,532.76 565.02
Qualifications B.Sc. (Hons.), (Chem. Engg.),USA Ph. D. (Economics)
Deducting there from:
B.S. (Econ.) Hons., Wharton, USA.
- Depreciation / amortization 118.79 109.93 185.13 147.15
List of other Companies in which 1. Apar Masat Conductors Ltd. 1. Lamina Foundries Limited - Interest 195.60 312.49 331.99 412.50
Directorship held as on 31.03.2010 2. Apar ChemateK Lubricants Ltd. 2. Uniflex Cables Limited PROFIT BEFORE ADJUSTMENT OF EXCEPTIONAL ITEMS, TAXATION,
3. Apar Corporation Pvt. Ltd. SHARE OF ASSOCIATES' NET LOSS AND MINORITY INTEREST 1,070.72 101.61 1,015.64 5.37

4. Apar Technologies Pvt. Ltd. Exceptional items 22.61 17.40 11.56 17.40
PROFIT BEFORE TAXATION FOR THE YEAR 1,048.11 84.21 1,004.08 (12.03)
5. Scope Pvt. Ltd.
Deducting there from:
6. Catalis World Pvt. Ltd.
- Provision for taxation 186.74 31.14 223.86 23.41
7. Uniflex Cables Ltd.
Net profit for the year after taxation and before share of
8. Marine Cables & Wires Pvt. Ltd. associates' net loss and minority interest 861.37 53.07 780.22 (35.44)
9. Poweroil Speciality Products FZE, Adjustment of:
Sharjah, UAE -loss of associate concern (prior to it becoming subsidiary) 0.00 0.00 0.00 57.89
-Minority interest in subsidiary/joint venture (profit)/loss 67.21 40.11
Chairman / Member of the 1. Uniflex Cables Limited 1. Lamina Foundries Limited
NET PROFIT AFTER TAXATION AND ABOVE ADJUSTMENTS. 861.37 53.07 847.43 (53.22)
Committee of other Public - Remuneration Committee - Remuneration Committee
Extraordinary items – impairment loss on investments # 555.54 0.00 603.08 0.00
Companies on which he is a - Shareholders / Investors - Audit Committee
Balance profit 305.83 53.07 244.35 (53.22)
Director as on 31.03.2010. Grievance Committee Add: Balance of profit brought forward from the previous year 998.17 945.10 980.32 1,033.54
- Audit Committee Amount available for appropriations 1,304.00 998.17 1,224.67 980.32
No. of Shares held in the Company 65,20,932 Nil Appropriations made by the Board of Directors:
- General reserve 87.50 – 87.50 –
Relationship between Directors inter se Related to – Dr. N. D. Desai, (Father) Nil - Dividends on equity shares:
and Shri K. N. Desai, (Brother) - Proposed dividend at Rs. 5 (50%) per share 161.68 – 161.68 –
- Income tax on dividends 26.86 – 26.86 –
- Leaving balance of profit carried to balance sheet 1,027.96 998.17 948.63 980.32
Earnings per equity share (EPS)
- Basic and diluted before extraordinary items 26.64 1.64 26.21 (1.65)
- Basic and diluted after extraordinary items 9.46 1.64 7.56 (1.65)
* Consolidated results include the results of – (c) Apar ChemateK Lubricants Ltd., a joint venture company
(a) Petroleum Specialities Pte. Ltd, Singapore (PSPL) and Poweroil (d) Marine Cables & Wires Private Limited, WOS of UCL (MCWPL) and
Speciality Products FZE, Sharjah, wholly-owned subsidiaries (WOS) (e) Quantum Apar Speciality Oils Pty. Ltd., subsidiary of PSPL
of the Company; # Non-cash loss on impairment of equity investment in UCL &
(b) Uniflex Cables Ltd (UCL), a subsidiary company MCWPL (see para 3 (c) of this Report).

8 Apar Industries Limited Annual Report 2009-10 9

 2. Dividend
The Board of Directors recommended final dividend for 2009-10
on 32,336,031 equity shares at Rs. 5 (50%) per share.
This final dividend is payable after declaration by shareholders at
the ensuing Annual General Meeting (AGM) and you are
requested to declare the same.
3. Management discussion and analysis/
outlook
(a) Industry structure, development, opportunities,
threats, outlook and risk and concerns
The Indian power sector continues to see substantial investment
in the generation, transmission and distribution segments. The
power generation should increase by about 50 KMW in the
Eleventh Five Year Plan compared to 52.3 KMW in past 15 years.
As a consequence, there will be a significant spending on the
Transmission and Distribution (T&D) segment to transmit and
distribute the power. The Twelfth Five Year Plan is expected to
add about 100,000 MW additionally. Given that the additions
in the Eleventh Plan is back ended, there is an expectation that
T&D investment will accelerate over the next 5-7 years.
The Company has two business segments, each of which
continued to maintain significant market share positions. The
Company is deriving about 75% of its revenue from power
sector on the basis of use by the end customer. Margins from
the manufacturing activities during 2009-10 were substantially
improved to Rs. 1,385.11 million from Rs. 524.03 million in the
previous year. The segment-wise operations were as under:
(i) Transformer oil and speciality oils segment
This division contributed 51% of the Company’s revenue. Details
of production, sales revenue and segment profit (standalone
basis) are:
2009-10 2008-09 Variation
Turnover
KL #2,47,689 #1,99,648 (+) 48,041
Rs/million 10,251.51 10,804.33 *(-) 552.82
Segment profit-
Rs/million 879.54 (377.73) (+) 1,257.27
# Includes conversion by the Company on customers’ account.
*Due to reduced sale price in line with reduced cost of base oils
(an international phenomena).
10 Apar Industries Limited
After the business suffered very badly in Q3FY09 and Q4FY09 (a
world-wide phenomena), there was a very strong turnaround
both in terms of volume and margins during the financial year
2009-10. This is attributed to growth in sales of transformer oil,
white oils and industrial oil sub-segments, both in the domestic
and exports markets.
The sales mix of transformer oils improved on account of more
sales to higher rating power transformers and special
requirements.
The Company expects continued growth of at least 15% in the
transformer oil segment for the next 3-4 years based on
indications of the ongoing expansions in the power sector in
India. More specifically, the growth in the EHV segment as the
transmission networks being built are expected to increase the
demand, where the Company has a clear leadership position
with approvals from major transformer OEMs and utilities like
Power Grid Corporation of India Ltd. (PGCIL).
The Company has also established itself as the largest marketer
in India of new generation eco-friendly non-labelled rubber
process oils for the tire sector that meets the new European and
Japanese standards.
The net sales turnover of the “Agip" brand automotive lubricants
produced by the Company with license and technical know-how
of ENI-S.p.A of Italy and marketed by Apar ChemateK Lubricants
Ltd., (50:50 joint venture company with ChemateK SpA) (ACL)
increased substantially by 31.1%. ACL earned a profit of Rs.
49.98 million during the FY 2009-10 as against loss of Rs. 41.54
million in the previous year.
Risk and concerns
The Company imports over 90% of its base oils. There has been
continuous volatility in base oil prices and in foreign exchange
rates. To protect itself, the Company has been quoting prices
only on a monthly basis or using the IEEMA price - variation
formula for long term deals. It has also been following a
hedging strategy to cover foreign exchange exposure as soon
as sales prices are fixed, thereby converting $ payables to Rs.
for pricing of products. There is a cost for taking forward covers
which the Company needs to absorb. However, given the
current volatility, it is a prudent strategy to follow.
(ii) Conductor division
Sales revenue in FY10 was down by 28.9% from Rs. 13,860.16
million to Rs. 9,858.18 million on account of reduction in
volume by 16.3% from 89,715 MT to 75,075 MT.
Segment level profit for the year was down by 38.4% from
Rs. 975.98 million to Rs. 601.02 million.
There were several factors that resulted in the above lower
performances.
– Second half FY10 had lower order execution as there were
delays/re-schedulement of several orders that had been
booked. Some of this is attributable to delayed financial
closures (from FY09 crisis post September 2008) or project
delays due to customer having right of way issues. However,
the postponement of these orders execution will result in a
substantially higher volume in FY11.
– There were delays in both tenders and awarding contracts
from power grid which resulted in these getting shifted into
FY11.
– After the 2008 financial crisis, the demand for conductors
was affected in the short term. It resulted in a very
competitive environment, where the Company was out-
priced in bidding for some contracts.
– However, the order book as of April 1, for FY11 is Rs.
10,832.4 million in confirmed orders and Rs. 2,865 million
in the pipeline. We expect total volume to grow by about
30% in FY11 over FY10 with a corresponding increase in
profitability for this segment. Approximately, 75% of these
orders (confirmed and pipeline) will be executed in FY11.
The Company followed a conservative hedging strategy both on
foreign exchange and metal front. All fixed price contracts were
hedged on a back to back basis. The mark to market losses
(MTM) on such contracts as of March 31, 2010 in accordance
with announcement dated March 28, 2008, issued by the
Institute of Chartered Accountants of India, amounting to
Rs. 400.03 million have not been provided in the accounts, as
it is notional in nature and said loss would get extinguished on
execution of firm sale price orders corresponding to these
commodity contracts. The MTM loss is largely due to a single
large export order which has delivery schedule that runs through
the end of calendar year 2011.
Risk and concerns
There is continued volatility in the commodity markets. Even
though, the Company hedges the metal on LME, there can be
mark to market losses until completion of the Contract. There
is also substantial volatility in the foreign exchange market which
can lead to changes in the value addition, that the company has
targeted.
(b) Qualified institutional / private placement
In order to meet the funds requirement and to strengthen the
financial position and capital base of the Company by
augmenting its long-term resources, the Company would need
access to external funds at different points of time in the future.
It is proposed to seek an enabling resolution of the members at
the ensuing Annual General Meeting (AGM) and for the
purpose, appropriate resolutions with explanatory statement are
incorporated in the notice of AGM. The Board of Directors
recommends the resolutions.
(c) Operations of subsidiaries Uniflex Cables Ltd. (UCL)
and its wholly-owned subsidiary, Marine Cables &
Wires Private Limited (MCWPL)
The Company got involved in day to day management of UCL,
since September 2008 and thereafter, it has taken several steps
in the area of productivity improvement, debottlenecking of
manufacturing facility, expansion of production lines and
markets and strengthening of managerial resources. This
resulted in UCL being prepared for facing long term challenges
and steps taken during the year for improvement of operations
were reflected in its increased net sales during the last four
month period (December 2009 to March 2010) of Rs. 876.1
million as against total net sales of Rs. 930.08 million for the
first eight months of the financial year 2009-10. Accordingly
net sales, during 2009-10, were Rs. 1,806.18 million against Rs.
1,278.59 million in the previous financial year 2008-09. Net loss
in the last quarter of FY 2009-10 were Rs. 51.49 million against
the average loss per quarter of Rs. 74.32 million in the preceding
three quarter of the financial year 2009-10. However, this was
not sufficient to break–even and UCL has incurred a net loss of
Rs. 274.58 million after tax as against a loss of Rs. 286.75
million for the previous year 2008-09.
Annual Report 2009-10 11
 UCL faced a very competitive environment in which there was
severe margin erosion in the face of diminishing demand.
However, in second half of FY10, the demand for power cables
improved considerably. This resulted in better sales and margins
improved to some extent, but still not fully recovered to the
extent pre-September 2008 levels. UCL, however, streamlined
production, invested in upgrading equipment, manpower and
processes and expects to do over Rs. 2,750 million in net sales
in FY11, with a cash break-even level of profitability.
On account of losses incurred during the year under review and
also with carried forward losses of past years, the entire net
worth of the UCL got eroded as at the end of the financial year
March 31, 2010. UCL is required under the provisions of Sick
Industrial Companies (Special Provisions) Act, 1985 (SICA) to
make a reference to the Board for Industrial & Financial Re-
construction (BIFR) for determination whether the UCL is a sick
industrial company or not and UCL will shortly file the same.
The Company shall provide required support for revival of the
unit.
The Company has an equity investment of Rs. 834.37 million in
UCL as at March 31, 2010. Considering the present net worth
position of UCL the Company deems it prudent to provide for
impairment in the value of equity investment in UCL.
Accordingly, the Company provided (non-cash charge) Rs. 555.4
million in its 2009-10 accounts as an extraordinary item.
During the year ended March 31, 2010, MCWPL earned profit
of Rs. 6.62 million (before tax) as against loss of Rs. 5.79 million
in the previous year. On account of brought forwarded losses of
the previous years, its entire net worth got eroded as at the end
of financial year March 31, 2009 and MCWPL had filed required
reference to BIFR in the month of October 2009. BIFR vide its
order dated February 5, 2010 has declared MCWPL as sick
industrial company and directed MCWPL to submit Draft
Rehabilitation Scheme (DRS) for its revival which will be
submitted shortly by MCWPL. The Company shall provide
required support for its revival and the Board authorised the
management to discuss the proposal to be submitted by
MCWPL to BIFR for amalgamation of MCWPL with the
Company.
(d) Cautionary statement
The statements made in the management discussion & analysis
12 Apar Industries Limited
section, describing the Company’s goals, expectations, or
predictions etc. do contain some forward looking views of the
management. The actual performance of the Company is
dependent on several external factors many of which are beyond
the control of the management viz. growth of Indian economy,
continuation of industrial reforms, fluctuations in value of Rupee
in foreign exchange market, Volatility in commodity prices
applicable laws/ regulations, tax structure, domestic/
international industry scenario, movement in international prices
of raw materials and economic developments within the
country etc.
(e) Internal control systems (ICS) and their adequacy
The Company established adequate ICS in respect of all the
divisions of the Company. The ICS are aimed at promoting
operational efficiencies and achieving saving in cost and
overheads in all business operations. The System Application
and Product (SAP), a world class business process integration
software solution which was implemented by the Company at
all business units has been operating successfully.
For tightening and more effective internal control systems and
risk management, the Company continued the engagement of
M/s. KPMG India Pvt. Ltd., Chartered Accountants as internal
auditors of the Company.
The system cum internal audit reports of the internal auditors
are discussed at the Audit Committee meetings and appropriate
corrective steps have been taken.
Further, all business segment prepare their annual budget,
which are reviewed along with performance at regular interval.
(f) Development of human resources
The Company promotes open and transparent working
environment to enhance teamwork and build business focus.
The Company equally gives importance to the development of
human resource (HR). It updates its HR policy in line with the
changing HR culture in the industry as a whole. In order to foster
excellence and reward those employees who perform well, the
Company practices performance/production linked incentive
schemes and introduced Employees Stock Option Scheme
referred to in para 7 (a)(i) and as detailed in an attachment to
this report. The main object of the Scheme is to create and
maintain optimum performance level and profit driven culture
and improve productivity.
The Company also takes adequate steps for in-house training of
employees and maintaining safety and healthy environment for
workers working within the factory premises.
4. Directors
a) Mr.V A Gore, Director of the Company and Chairman of the
Audit Committee expired on December 2, 2009 after short
duration of illness. Mr. Gore was associated with the Company
for the last over 15 years. The Board deeply mourns the sad
demise of Mr. V A Gore and place on record their sincere
appreciation for the valuable guidance and assistance provided
by Mr. Gore during his tenure as a Director of the Company.
b) Mr. Gary Ng Jit Meng, who was appointed by M/s. Shinny
Limited in terms of Clause 7 of the investment agreement,
ceased to be a director by resignation w.e.f. conclusion of the
Board of Directors’ meeting on January 21, 2010. The Board
places on record its appreciation for the valuable guidance and
support rendered by Mr. Gary Ng Jit Meng during the tenure of
his association with the Company.
c) Mr. C N Desai and Dr. N K Thingalaya, Directors shall retire by
rotation at the ensuing annual general meeting of the Company
and they, being eligible, offer themselves for reappointment.
The Board recommends the re-appointment of these Directors.
5. Directors’ responsibility statement
Pursuant to the requirement under Section 217(2AA) of the
Companies Act, 1956 with regard to directors’ responsibility
statement, it is hereby confirmed that-
i. In the preparation of the annual accounts for the financial
year ended March 31, 2010, the applicable accounting
standards were followed along with proper explanation relating
to material departures, if any.
ii. Appropriate accounting policies were selected and applied
consistently and judgements and estimates were made that
were reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for the financial year
under review.
iii. Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions
of the Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv. The annual accounts were prepared on a going concern basis.
6. Audit
The qualification in paragraph 4 of attached Auditors’ Report
are self- explanatory and do not call for any further comments
or explanations. In this regard attention is also invited to
paragraph 3(a) (ii) of this Report.
M/s. Price WaterHouse (PW), Chartered Accountants, Mumbai,
Statutory Auditors of the Company shall be retiring at the
ensuing Annual General Meeting, and they being eligible, offer
themselves for reappointment. The Audit Committee of
Directors at its meeting held on May 25, 2010 recommended
reappointment of M/s. PW as statutory auditors of the Company
for the financial year 2010-11.
7. Other information
a. Attached to and forming part of this report are the following:
(i) Particulars relating to Employee Stock Option Scheme.
(ii) Particulars relating to conservation of energy, technology
absorption, Research and Development and foreign exchange
earnings and outgo.
(iii) Report on Corporate Governance and auditors’ certificate
regarding compliance of conditions of corporate governance.
The Ministry of Corporate Affairs has issued “Corporate
Governance Voluntary Guidelines” in December 2009. While
these guidelines are recommendatory in nature, the Company
is in the process of adopting these guideline gradually.
b. Particulars of employees – Information as per Section
217(2A) of the Companies Act, 1956 read with the Companies
(particulars of employees) Rules, 1975, forms part of this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Act, the report and the accounts are being sent excluding the
statement containing the particulars to be provided under
Section 217(2A) of the Act. Any member interested in obtaining
such particulars may inspect the same at the registered office
Annual Report 2009-10 13

of the Company or write to the Company Secretary for a copy
thereof.
c. The Company has been granted exemption for the year ended
March 31, 2010 by the Ministry of Corporate Affairs vide its
letter dated March 19, 2010 (Exemption Letter), from attaching
to its Balance Sheet, the annual report of Company’s wholly-
owned foreign subsidiaries viz. Petroleum Specialities Pte. Ltd.,
Singapore as well as its subsidiary Quantum Apar Speciality Oils
Pty. Ltd., Australia and Poweroil Speciality Products FZE, Sharjah,
Uniflex Cables Limited, subsidiary of the Company and Marine
Cables & Wires Private Limited, subsidiary of Uniflex Cables
Limited. As per the terms of exemption, a statement containing
brief financial details of the said subsidiaries for the year ended
March 31, 2010 are included in the annual report. The annual
accounts of the said subsidiaries and the related information
will be made available to any member of the Company seeking
Place: Mumbai
Date: May 25, 2010
14 Apar Industries Limited
such information at any point of time and are also available for
inspection by any member of the Company at the registered
office of the Company.
d. As on March 31, 2010, the aggregate fixed deposits of Rs.
0.761 million were due for repayment but remained unclaimed.
Letters have been sent to such depositors to claim the amounts
due to them.
8. Acknowledgement
Your Directors wish to place on record their sincere appreciation
for continuous cooperation, support and assistance provided by
stakeholders, financial institutions, banks, government bodies,
technical collaborators, customers, dealers and suppliers of the
Company. Your Directors also wish to place on record their
appreciation for the dedicated services rendered by the loyal
employees of the Company.
For and on behalf of the Board
Dr. N. D. Desai
Chairman
Annexure to the Directors’ Report
EMPLOYEE STOCK OPTION
Members’ approval was obtained at the Annual General Option Scheme and Employees Stock Purchase Scheme)
Meeting held on August 9, 2007 for introduction of Employees Guidelines, 1999 (the SEBI Guidelines). The Employees Stock
Stock Option Scheme to issue and grant upto 16,16,802 Compensation Committee, constituted in accordance with the
options and it was implemented by the Company. The options SEBI Guidelines, administers and monitors the Scheme.
have been granted to employees in accordance with the
The disclosures stipulated under the SEBI Guidelines are given
Securities and Exchange Board of India (Employees Stock
below:
a. Options granted by the Compensation Committee : 175,150
b. Exercise price : Rs. 207.05 per option
c. Options vested : 58,383
d. Options exercised : Nil
e. The total number of shares arising as a result of exercise of options : 175,150
f. Options lapsed : Nil
g. Variation in terms of options : See note 1 below
h. Money realised by exercise of options : Nil
i. Total number of options in force : 175,150
j. Employee-wise details of options granted to:
i. Senior Management Personnel / Directors
(a) Mr. H N Shah : 7,500
(b) Mr. V A Gore* : 4,000
(c) Dr. N K Thingalaya : 4,000
(d) Mr. F.B.Virani : 4,000
ii. Any other employee who received a grant in any one year of options amounting : Nil
to 5% or more of options granted during that year
iii. Identified employees who were granted options, during any one year, equal to : Nil
or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the Company at the time of grant
k. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options : Rs. 9.46
calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share
Note linked price of Rs. 207.05, the issuance of equity shares
1) 175,150 options at the exercise price of Rs. 259.75 granted pursuant to exercise of options will not affect the profit and
on January 23, 2008 were cancelled on May 27, 2008. The loss account of the Company.
cancellation was necessary due to substantial reduction in
3) The Company obtained in-principle approval for the listing
the price of shares in the secondary market and
of the entire 1,616,802 equity shares to be issued and
simultaneously therewith the above detailed options were
allotted on exercise of options as and when exercised under
granted. The confirmation of the shareholders for the said
the scheme.
cancellation and subsequent grant was sought at the 19th
Annual General Meeting held on August 29, 2008. 4)* Mr. V A Gore expired on December 2, 2009. Options
granted to him would vest with his legal heirs’ / beneficiary.
2) As the exercise of options would be made at the market
Annual Report 2009-10 15
 4) Total Energy Consumption and Energy Consumption per unit of production:
(A) Power and Fuel Consumption
Annexure to the Directors’ Report 2009-10 2008-09
(i) Electricity
INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE
(a) Purchased units 19,305,625 22,105,871
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, Total Amount (Rs/millions) 81.51 92.92
1988 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2010. Rate/Unit (Rs) 4.22 4.20
(b) Own Generation
Through Diesel Generator (Units) 883,759 774,003
I. Conservation Of Energy Increased the Lux level from 250 Lux to 1200 Lux &
approximate saving is Rs. 2,496 per month. Average Units generated per liter of diesel oil 3.14 2.82
1) Energy Conservation measures taken and Average Cost of Unit (Rs) 10.55 12.49
continuing on regular basis: v. Installed 40 Nos. wind turbines ventilator in lube blending
(ii) Furnace Oil
and HLP plant area.
Conductor Division: Quantity (Kls) 6,866 7,513
i. Replacement of HPSV & HPMV light fixture by energy vi. Reduction of cycle times of processes in production units.
Total Amount (Rs./millions) 155.98 178.39
efficient CFL light fixture.
vii. Reduction in the running hours of Air compressor per KL of
Average Rate/Kls (Rs.) 22,720 23,687
ii. Installation of water breaking unit at RAC of CCR-3 for production, resulting in saving of Rs. 12,000 per month.
reduction of air consumption.
2) Additional Investment proposals, if any, being
iii. Replacement of Eddy current motor system by AC induction implemented for reduction of consumption of
motor in rewinding Machine. energy: (B) Consumption per unit of production (Average per unit consumption on total production of each division is
iv. Installation of energy efficient VFD drive panel on rewinding i. Twenty more wind turbine ventilator is to be provided in the included in the table below):
machine. remaining plant’s shed, for minimizing the usage of pedestal
2009-10 2008-09
fans.
Oil Division: Electricity Furnace Oil Electricity Furnace Oil
i. Replacement of 4.045 KW Lighting load by 1.113 KW CFL ii. Transparent sheets are to be provided in HLP plant area, to (Units) (litres) (Units) (litres)
lights reduced the lighting load by 2.932 KW. increase the illumination level and to reduce the lighting
(i) Refinery Division :
power consumption in day time.
ii. Installed 13 Nos. Atcon power saving device for the window Per KL output of Oil 11.13 1.86 11.02 1.81
air conditioners. Power savings are 3640 KWH/Month iii. Provision of additional CFL lights in the plant to reduce the
(ii) Properzi and AAC/ACSR/AAAC
(for 12 hr running daily); approximate savings is Rs. 21,840 lighting load.
Conductors Division :
per month.
iv. Provision for five more power saving device for Air Per MT output of Aluminum/Alloy 214 79 213 74
iii. Agitators running under load are converted into Y conditioners. Conductors
connection from Delta connection. Reduced the KVA by
3) Impact of measures at (1) and (2) above:
11.13 KVA.
i. Electrical energy savings.
iv. Transparent sheets provided in process area, packaging
ii. Less failure of equipments /motors.
plant, and main ware house to increase the illumination level
so as to reduce the consumption of power in daytime. iii. More up time resulting into more productivity. Reasons for change in consumption:

Electricity : Oil : Change in Product mix

Conductors : Change in product mix
Furnace Oil & LDO : Oil : Change in Product mix
Conductors : Change in product mix

16 Apar Industries Limited Annual Report 2009-10 17

 Corporate Governance Report
II. Technology Absorption and Research & B) Benefits derived from Six Sigma
Corporate Governance Philosophy Board of Directors
Development: – Process efficiency, Productivity improvement, Energy
Apar Industries Limited (“the Company”) believes in conducting 1. The Board of Directors is the apex body constituted by the
Conservation, Process capability and Reduction in
1. Research and Development (R&D): its affairs in a fair, transparent and professional manner and shareholders for overseeing the overall functioning of the
variation leading to Cost effectiveness.
i) Specific areas in which R & D is carried out by the maintaining the good ethical standards in its dealings with all its Company. The Board provides and evaluates the strategic
Company: iii) Future plan of action: constituents. direction of the Company, management policies and their
a) Extending Six Sigma to Silvassa Oil Unit. effectiveness and ensures that the long-term interests of the
– Development of new types of up-rating Conductors, with The Company is committed to follow good Corporate
utility in re-conductoring with enhanced power transmission b) Development of new types of Conductors such as STAL shareholders are being served. The Board of Directors has more
Governance practices, which include having professional
capacity. Al-59, TAL developed and has been commercially and Trapazodal conductor is targeted for the current than 50% Non-executive Directors and the Chairman, being
Directors on the Board, adopting pragmatic policies and
produced. ACSS is developed and commercially yet to year, Non-Executive Director and Promoter, half of the total number
effective systems and procedures and subjecting business
produce. of directors are Independent Directors. None of the Directors on
iv) Expenditure on R&D: processes to audits and checks, compliant with the required
the Board is a member on more than 10 Committees and
– Company’s in-house R&D oil unit at Rabale, Navi Mumbai Rs. 19.28 million standards.
Chairman of more than 5 Committees as specified in Clause 49
has been granted registration with the Department of 2. Technology Absorption, Adaptation and The driving force behind the Company’s management is across all companies in which he is a director. All the members
Scientific & Industrial Research (DSIR), Government Innovation: “Tomorrow's Progress Today” and backed by “A culture of of the Board are eminent persons with excellent qualifications;
of India, Ministry of Science and Technology and exempting a) Technology Imported (in last five years) High - Tech Practices and Quality”. Apar’s quality policy for professional expertise and extensive experience and they have
the said in-house R&D unit from customs duty and central
License to use proprietary knowhow, formulae, ISO-9001 is “To satisfy customer needs and retain leadership made outstanding contributions to the industry.
excise.
trademarks and trade names relating to manufacture & by manufacturing and supplying quality products and
– The Company has initiated a Six Sigma, a business 2. The Board of Directors meets at least four times a year with
sale of lubricating Oils, Greases and other special services through continuous improvement by motivated
management strategy using DMAIC approach in various maximum time gap of 4 months between any two meetings to
Lubricants for industrial, automotive and marine employees”.
sections of Speciaility Oils division at Rabale. Six Sigma focus review the Company’s performance and financial results and
applications.
The policies and actions of the Company are in line with the more often, if considered necessary.
on improving the process efficiency, Productivity
b) Year Import applicable guidelines on Corporate Governance with an
improvement and Energy Conservation. 3. The composition of the Board of Directors and details with
2007 endeavour to enhance shareholders’ value. Pursuant to Clause
ii) A) Benefits derived as a result of the R&D: regard to them is as follows as on 31st March, 2010 :-
49 of the Listing Agreement of Stock Exchanges, the following
a) Commercial production has commenced. c) Has technology been fully absorbed details are presented:
Yes.
b) Product accepted by the customer.
Name of Directors Category No. of Directorships No. of Committee No. of Committee
c) Value addition has increased. III. Foreign Exchange Earnings and Outgo:
in other public Memberships Chairmanships
d) Benefits in Custom Duty, Central Excise and Income 1. Activities related to exports: Companies* in other in other
Tax. Efforts are continuing to increase exports of all products. public Companies public Companies
Dr. N. D. Desai Chairman (Non- Executive) 2 – –
2. Total Foreign Exchange used and earned (Rs. in million)
Mr. V.A. Gore Non-Executive & Independent 3 4 2
2009-10 2008-09
(Upto 01.12.2009)
(i) Total foreign exchange used
Dr. N.K.Thingalaya Non-Executive & Independent 2 1 1
(a) Raw Materials (CIF) 9,694.13 14,845.29 Mr. F. B. Virani Non-Executive & Independent 1 1 –
(b) Stores & Spares 3.56 2.77 Mr. Kushal N. Desai Managing Director 3 1 –

(c) Capital Goods 20.11 23.23 Mr. C. N. Desai Joint Managing Director 3 2 –
Mr. H. N. Shah Non-Executive & Independent# 1 2 1
(d) Others 343.91 524.20
Mr. Gary Ng Jit Meng Non-Executive 2 1 –
10,061.71 15,395.49 (Upto 21.01.2010)
(ii) Total foreign exchange earned
* The directorships held by Directors as mentioned above do not include alternate directorships and directorships of foreign
(a) Physical Exports (FOB) 5,022.53 6,554.24
companies and deemed public companies, Section 25 Companies and private limited companies.
(b) Deemed Exports (eligible for export incentives) 861.68 1,488.63 # As legally advised.
(c) Others 256.51 266.16 No Director is related to any other Director on the Board in terms of the definition of “relative“ given under the Companies Act, 1956
6,140.72 8,309.03 except Mr. Kushal N. Desai and Mr. Chaitanya N. Desai who are brothers and Dr. N. D. Desai who is their father.

18 Apar Industries Limited Annual Report 2009-10 19

 4. During the financial year 2009-2010, six Board Meetings were
held. The dates on which the Board meetings were held are as
follows:
May 23, 2009, June 25, 2009, July 23, 2009, September 4,
2009, October 29, 2009 and January 21, 2010.
General Meetings above the administration and other related matters of 1956 and under any other law.
The last Annual General Meeting (20th AGM) was held on Employee stock Option Plan, the approval of remuneration
During the Financial year 2009-10 Compensation-cum-
September 4, 2009 at 11.00 A.M. at Auditorium of the Vanijya payable to managerial persons in accordance with the provisions
Remuneration Committee meeting was held on June 25, 2009.
Bhavan, Central Gujarat Chamber of Commerce, Near GEB Head of Part II and Section II of Schedule XIII of the Companies Act,
Office, Race Course, Vadodara – 390 007.
Name of Category No. of meetings held during No. of
Following are the details of attendance of Directors at the
Committee member the tenure of meetings attended
aforesaid Board Meetings and AGM held during the financial year.
Committee member

Name of Directors No. of Board meetings held during No. of Board Last AGM Mr. V. A. Gore, Chairman Independent & Non-Executive 1 1
the tenure of the Directors meetings attended attended (Upto 01.12.2009)
Dr. N. K. Thingalaya Independent & Non-Executive 1 –
Dr. N.D. Desai 6 5 Yes
Mr. V.A. Gore (Upto 01.12.2009) 5 5 Yes Mr. F. B. Virani Independent & Non-Executive – –
Dr. N. K. Thingalaya 6 5 Yes (w.e.f. 21st January, 2010)
Mr. F. B. Virani 6 6 Yes Mr. K. N. Desai Executive Director 1 1
Mr. Kushal N. Desai 6 6 Yes Mr. C. N. Desai Executive Director 1 1
Mr. C. N. Desai 6 6 Yes Mr. H. N. Shah Independent & Non-Executive 1 1
Mr. H. N. Shah 6 6 Yes
Mr. Gary Ng Jit Meng (Upto 21.01.2010) 6 5 No

Remuneration policy, details of remuneration and other Industry practice.

Audit Committee Company’s financial reporting process, recommending the
terms of appointment of Director:
1. The Company has constituted an Audit Committee of appointment and removal of external and internal auditors, etc. Details of remuneration paid to all the Directors:
Directors in accordance with the requirements of Section 292A The remuneration policy of the company is directed towards 1. The non-executive directors receive the sitting fees for attending
2. The composition of the Audit Committee and attendance of
of the Companies Act, 1956 read with Clause 49 of the Listing rewarding performance, based on review of achievements on a the Board and Committee meetings, as the case may be.
Directors at the meetings are given hereunder:
Agreement. The Audit Committee consists of three independent periodical basis.
2. The break up of remuneration paid / payable to the Managing
During the financial year 2009-2010, the Audit Committee met
Directors. The broad terms of reference of the Audit Committee The remuneration policy is in consonance with the existing Directors for the financial year 2009-2010 is as under:
on May 23, 2009, June 25, 2009, July 23, 2009, October 29,
include, reviewing with the management, the quarterly and
2009 and January 21, 2010.
annual financial results / statements, adequacy of internal
Mr. Kushal N. Desai Mr. C. N. Desai
control systems and internal audit functions, overseeing the
Position Managing Director Joint Managing Director
Name of Category No. of meetings held during No. of
Salary (Rs.) 2,377,251 2,457,303
Committee Member the tenure of meetings attended
Committee Member Commission (Rs.) 6,982,887 6,982,887

Mr. V. A. Gore, Chairman
(Upto 01.12.2009)
Dr. N. K. Thingalaya*
Mr. F. B. Virani
Mr. Gary Ng Jit Meng
(Upto 21.01.2010)
Mr. H. N. Shah,
(w.e.f. 21.01.2010)
Independent & Non-Executive 5 4 Perquisites / Allowances (Rs.)* 3,998,806 4,031,097
Total (Rs.) 13,358,944 13,471,287
Independent & Non-Executive 5 4 Stock Option Granted (Nos.) Nil Nil
Independent & Non-Executive 5 5 Service Contract 5 years 5 years
Non-Executive 5 5 from 01/01/2007 to 31/12/2011 from 01/01/2007 to 31/12/2011
Notice Period 1 Month 1 Month
Independent & Non-Executive – – *includes Rs. 1,664,711 each (total – Rs. 3,329,423) paid in respect of previous year.

* Dr. N. K. Thingalaya was Chairman for the Audit Committee Meeting held on 21st January, 2010.
Compensation-cum-Remuneration
Committee
Composition: The Compensation –cum- Remuneration
Committee of the Board comprises of five directors, namely, Shri
V.A.Gore #, Chairman, Dr.N.K.Tingalaya, Shri F.B.Virani, Shri
C.N.Desai, Shri K.N.Desai and Shri H.N.Shah.
# Upto 01.12.2009
Term of Reference: The Broad terms of reference of the
Compensation-cum-Remuneration Committee include, over and
3. In terms of Section 309(1) of the Companies Act, 1956, Dr.
N. D. Desai, a Non-Executive Chairman has been paid Rs.
4,600,000/- for his professional services to the Company
towards his fees and Rs. 6,982,887 as commission including
monetary value of facilities during the period from April 1, 2009
to March 31, 2010.
4. In terms of Section 309(1) of the Companies Act, 1956, Shri
H. N. Shah, a Non-executive Professional Director has been paid
for his professional services to the Company Rs. 2,239,055/-
towards his fees including monetary value of facilities during
the period from April 1, 2009 to March 31, 2010.
The professional fees of above two directors have been fixed by
the Board after considering their professional expertise and
experience in the respective fields, loyalty and professional fees
structure prevalent in the industry.

20 Apar Industries Limited Annual Report 2009-10 21

 5. Remuneration paid to Non-Executive Directors for attending the meetings of Board of Directors and Committees is as given below: Disclosures
Name of Directors Sitting Fees (Rs.) No. of Equity Shares No. of Stock Options a) General Body Meeting
held in the Company granted The details of last three Annual General Meetings (AGM) of shareholders of the Company held are as under :

Dr. N. D. Desai 1,10,000 68,50,692* Nil

i. Annual General Meetings (AGM):
Mr. V.A. Gore 1,40,000 – 4,000
AGM Date & Time Location Details of Special Resolutions
Dr. N. K.Thingalaya 80,000 – 4,000
Mr. F. B. Virani 97,500 6,700 4,000 20th September 4, 2009 The Auditorium, Vanijya Bhavan, No Special Resolution.
Mr. H. N. Shah 1,35,000 2,960 7,500 at 11.00 A.M. Central Gujarat Chamber of Commerce,

Mr. Gary Ng Jit Meng – – Nil Race Course Circle, Vadodara – 390 007

* Includes shares held as Trustee 19th August 29, 2008 The Auditorium, Vanijya Bhavan, Cancellation of 175,150 options granted at the
at 11.00 A.M. Central Gujarat Chamber of Commerce, Exercise Price of Rs. 259.75 per option and issue
Share Transfer & Shareholders’ Grievance shares, issue of duplicate share certificates, non-receipt of Race Course Circle, Vadodara – 390 007 of fresh 175,150 options (in lieu of the cancelled
Committee dividend / interest, dematerialisation (Demat) of shares and all
options) at the new Exercise Price of Rs. 207.05
1. The Board of Directors of the Company has constituted Share other related matters concerning investors.
per option.
Transfer & Shareholders’ Grievance Committee of Directors in 2. Share Transfer & Shareholders’ Grievance Committee met
order to meet the requirement of Clause 49 of the Listing 18th August 9, 2007 The Auditorium, Vanijya Bhavan, a) Appointment of Shri Kushal N. Desai as
three times during the financial year, i.e. on 23rd May, 2009,
Agreements of the stock exchanges. This Committee has been at 11.00 A.M. Central Gujarat Chamber of Commerce, Managing Director of the Company for 5 years
4th September, 2009 and 21st January, 2010.
constituted with the objective of overseeing redressal of Race Course Circle, Vadodara – 390 007 w.e.f. 1st January, 2007.
The composition of Committee and attendance of Directors at
investors’ complaints pertaining to transfers / transmission of
these meetings are given below : b) Appointment of Shri Chaitanya N. Desai as
Joint Managing Director of the Company for 5
Name of Category No. of meetings held No. of meetings years w.e.f. 1st January, 2007.
Committee member attended
c) Approval to the Board for implementation of
Shri V. A. Gore, Chairman @ Independent & Non-Executive 3 2
Employee Stock Option Scheme – 2007.
(Upto 01.12.2009)
Dr. N. D. Desai, Chairman # Non- Executive Director 3 3 d) Approval to the Board to extend Employee
Stock Option Scheme – 2007 to the permanent
Shri C. N. Desai Executive Director 3 3
employees including Directors of the Company
Shri H. N. Shah Independent & Non-Executive 3 1 whether working in or outside India of the
(w.e.f. 21.01.2010) Holding Company and Subsidiary Companies of
@ Chairman upto December 01, 2009. the Company.
# Chariman w.e.f. January 21, 2010.

(b) Postal Ballot Procedure for postal Ballot: The postal Ballot process was
Share Transfer System 2. Status of complaints for the period April 1, 2009 to March
31, 2010. The consent of the shareholders was obtained by means of undertaken in accordance with the provision of Section 192A of
1. The Board of Directors has delegated the power of approval
voting by postal Ballot on 9th November, 2009 in respect of the the Companies Act, 1956, read with the Companies (Passing of
of share transfers to the Company Secretary and Deputy 1. No. of complaints received 13
following Special Resolution as proposed in Postal Ballot Notice Resolution by Postal Ballot) Rules, 2001.
Secretary of the Company jointly, who approve the share 2. No. of complaints resolved 13
transfers regularly on fortnight basis, and gist of transfers are dated 4th September, 2009 during the year:
3. No. of complaints not solved to the satisfaction Nil The Board of Directors had appointed Mr. Hemang M. Mehta of
placed before the Share Transfer & Shareholders’ Grievance Resolution: “Special Resolution under Section 372A of the M/s. H. M. Mehta & Associates, Practicing Company Secretaries,
of the investors as at March 31, 2010.
Committee. Vadodara as the Scrutinizer for conducting the postal ballot
4. Complaints pending as at March 31, 2010 Nil Companies Act, 1956 for making investment, giving loan or
Compliance Officer : guarantee or providing any security in excess of the limits set process.
5. No. of share transfers pending for Nil
Mr. Sanjaya Kunder, Company Secretary, out therein”.
approval as at March 31, 2010.
Apar Industries Limited,
Apar House, Corporate Park, Risk Assessment & Minimisation Procedure
Sion-Trombay Road, Chembur, The Company has laid down procedure to inform the Members
Mumbai – 400 071. of the Board about the risk assessment and minimisation
procedure. These procedures are periodically placed and are
reviewed by the Board of Directors.

22 Apar Industries Limited Annual Report 2009-10 23

 Details of Voting Pattern: 3. Book Closure Dates : Monday July 26, 2010 to Monday, August 2, 2010.
Particulars Numbers of Number of % to (both days inclusive)
Members Shares Voted Total Shares Voted 4. Dividend Payment : Dividend Warrants will be dispatched after the AGM, but before the expiry of
Total Postal Ballot received 404 2,48,01,702 100.00 statutory period of 30 days from the date of the AGM.
- Postal Ballots - Valid 386 2,47,99,856 99.993 5. Registered Office : 301, Panorama Complex, R. C. Dutt Road, Vadodara 390 007.
- Postal Ballots – Invalid 18 1,846 0.007 6. Listing of Shares on the Stock Exchanges : The Equity Shares of the Company are listed on –
Postal Ballots / Votes – in favour of the Resolution 347 2,47,95,462 99.982 - Bombay Stock Exchange Limited, Mumbai
Postal Ballots / Votes – against the Resolution 39 4,394 0.011 (BSE) - Scrip Code No. 532259
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001.
Date of Declaration of result of Postal Ballot: registered for EDIFAR filing and the login ID of Company is
- National Stock Exchange of India Limited
The Chairman announced the result of postal ballot process on “APARIND”. Shareholders could login EDIFAR section of web-
(NSE) - Scrip Code - APARINDS
November 9, 2009. All the statutory formalities relating to the site – www.sebiedifar.nic.in for the information relating to “Exchange Plaza”, Bandra- Kurla Complex, Bandra (E), Mumbai – 400 051.
change have been complied with. Quarterly / Annual Financial Results, Quarterly Shareholding The Company has paid due listing fees of both the Stock Exchanges.
Patterns etc.
c) Related Party transactions
The details of all significant transactions with related parties are With effect from April 1, 2010, SEBI has discontinued the 7. Stock Price Data for the financial year April, 2009 to March, 2010 prevailed at the Bombay Stock Exchange Ltd.
periodically placed before the Audit Committee. The relevant EDIFAR System by amending Clause 32 and omitting Clause 51 (BSE) and The National Stock Exchange of India Ltd. (NSE):
details of all transactions with related parties given in Note No. of the Listing Agreement. The aforesaid facility is not available
BSE NSE
13 of Schedule No. 22 of the audited Accounts for the financial now.
year 2009-2010, form a part of this report also. There are no Year Month High (Rs) Low (Rs) Monthly volume High (Rs) Low (Rs) Monthly volume
g) Management Discussion & Analysis is covered under the
materially significant related party transactions of the Company 2009 April 100.95 77.30 1,39,425 103.00 78.00 1,67,045
separate head of the Directors’ Report of 2009-2010.
which have potential conflict with the interests of the Company May 158.55 84.00 3,50,806 158.75 82.00 4,53,687
at large. h) The Company has complied with mandatory requirement of June 159.00 112.00 1,98,986 160.00 112.25 1,90,840
Corporate Governance provisions and has not adopted non-
d) The Company has complied with the requirements of July 131.00 96.65 1,37,260 133.90 95.80 1,98,192
mandatory requirements except that the Non-executive
regulatory authorities on capital markets and no penalties or August 153.50 117.05 2,93,269 152.00 116.10 3,15,438
Chairman is entitled to maintain Chairman’s Office at
strictures have been imposed on it during the last 3 years. September 199.80 135.00 9,43,540 199.40 133.05 14,11,679
Company’s expense and allowed re-imbursement of expenses
e) The statutory financial statements of the Company are incurred in performance of his duties. October 195.60 156.20 3,87,801 195.00 156.30 5,47,731
qualified. November 179.70 160.05 1,76,080 178.80 159.00 1,81,162
i) Secretarial Audit
December 174.95 162.10 89,083 174.90 158.55 1,55,033
f) Means of Communication A qualified Practicing Company Secretary carried out on
2010 January 210.00 165.10 5,96,431 205.00 166.00 8,20,978
Quarterly / Half Yearly / Yearly Financial Results: Generally quarterly basis, a Secretarial Audit to reconcile the total
published in Gujarat edition of “The Business Standard”, English dematted Share Capital with National Securities Depository February 194.00 161.50 1,31,586 189.80 161.25 1,79,769
daily newspaper and “Loksatta” - Gujarati daily newspaper. Limited (NSDL) and Central Depository Services (India) Limited March 216.90 167.30 7,12,080 217.00 167.00 11,40,749
Financial Results of the Company are displayed on the (CDSL) and physical share capital with the total issued and listed
8. Stock Performance:
Company’s website: www.apar.com share capital. The Secretarial Audit Report confirms that the total
The performance / movement of price of the Company’s Equity Share as compared to BSE Sensitive Index is given in the chart below:
issued / paid up capital is in agreement with the total number
Pursuant to Clause No. 51 (omitted w.e.f. April 1, 2010) of the
of shares in physical form and the total number of
Listing Agreement of Stock Exchanges, the Company was also 17 2
dematerialised shares held with NSDL and CDSL. 16825.66 26 .7
17090.3
1 0.
41 3 02
9 17 .8
1
General Information 5 84.2 83
38.4 166
163 210.00 61 216.90
.67 1
414
1. Annual General Meeting : 15 195.60
199.80 194.00
Day, Date and Time : Monday, 2nd August, 2010 at 2.30 P.M. at The Auditorium, Vanijya Bhavan, 14782.47 9 179.70
5.1
Central Gujarat Chamber of Commerce, Race Course Circle, Vadodara 390 007. 63 174.95
14

2. Financial Calendar for 2010-11 : 158.55 159.00 162.10 165.10 167.30

153.50 160.05 161.50

Financial year ending : March 31

14
6.
04
First Quarter Results (June, 2010) : On or before August 14, 2010. 131.00 135.00

13
5

Half Yearly Results (September, 2010) : On or before November 14, 2010 117.05
0.9

112.00
10

0
1.2

Third Quarter Results (December, 2010) : On or before February 14, 2011

91

96.65
10

Approval of Annual Accounts (2010-11) : On or before May 30, 2011

84.00
77.30

24 Apar Industries Limited Annual Report 2009-10 25

 9. Registrar for Share Transfer and Depository : MCS Limited Date of Grant ( the options granted on January 23, 2008 at Rs. 259.75 were cancelled : 27th May, 2008
Neelam Apartment, 88, Sampatrao Colony, and subsequently, fresh same number of options granted on May 27, 2008 at
B/H. Standard Chartered Bank, Alkapuri, Vadodara – 390 007. exercise price of Rs.207.05 per option)
Ph. Nos.: (0265) 2339397, 2350490, Fax No.: (0265) 2341639
Total options granted : 1,75,150
E-mail: mcsbaroda@yahoo.com
Date of vesting of options : 27th May, 2009

Total Options vested : 58,383

10. Distribution of Shareholding as at March 31, 2010:

Range of No. of equity % of equity No. of equity % of 14. Plant Locations :

equity shares shareholders shareholders shares held shareholding
Division Locations
1 - 500 16,329 95.91 8,38,949 2.59
a) Conductors Division a) Silvassa* and Nalagarh (H.P.)
501 - 1000 293 1.72 2,16,080 0.67
1001 - 2000 188 1.10 2,75,030 0.85 b) Oil Division b) Rabale and Silvassa*

2001 - 3000 72 0.42 1,85,785 0.58 * Union Territory of Dadra & Nagar Haveli
3001 - 4000 30 0.18 1,03,621 0.32
4001 - 5000 25 0.15 1,19,298 0.37 15. Address for Communication : Shareholders’ Grievances / correspondence should be addressed to the
Company at the Registered Office of the Company at 301, Panorama
5001 - 10000 39 0.23 2,72,183 0.84
Complex, R.C.Dutt Road, Vadodara-390 007.
10001 - 50000 26 0.15 4,71,225 1.46
Ph. (0265) 2331935,2339906, Fax (0265) 2330309.
50001 - 100000 6 0.04 4,62,323 1.43 E-mail :
And Above 17 0.10 2,93,91,537 90.89 Investor Grievance Redressal cell:
Total 17,025 100.00 32,336,031 100.00 com_sec@apar.com

11. Shareholding Pattern as at March 31, 2010 :

Category No. of equity shares held % holding

Promoters / Persons Acting in concert 2,00,95,464 62.15
Banks, Financial Institutions and Insurance Companies 349 0.00
Mutual funds 44,09,704 13.64
Declaration regarding compliance by
Foreign Institutional Investors 6,00,477 1.86 Board Members and Senior Management Personnel
NRIs / OCBs 1,21,891 0.37
Corporate Bodies 3,07,715 0.95
with the Company’s Code of Conduct
Resident Individuals 25,05,794 7.75
This is to confirm that the Company has adopted a code of Conduct for its employees and Directors. The said Code is available on
Foreign Investors (Shinny Limited, Mauritius – CLSA Group) 42,94,637 13.28
the Company’s web site.
Total 32,336,031 100.00
I confirm that the Company has in respect of the financial year ended March 31, 2010, received from the senior management team
of the Company and the members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.

12. Dematerialization of Shares & Liquidity : NSDL or CDSL by the Registrar, MCS Limited. The Equity Share For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, the Company Secretary and all Vice
As at March 31, 2010, approx. 99.20 % of total Equity Share ISIN No. is INE372A01015. Presidents and Functional Heads of the Company as on March 31, 2010.
Capital is held in electronic form with National Securities
13. Employee Stock Options :
Depository Ltd. (NSDL) and Central Depository Services (India)
A total of 1,75,150 Options have been granted. Each Option, Place: Mumbai Kushal N. Desai
Ltd. (CDSL). The Company’s equity shares are compulsorily
upon exercise of the same, would give rise to one equity share Date : 25th May, 2010 Managing Director and CEO
traded in the electronic form at the Stock Exchanges. Requests
of Rs. 10/- each fully paid up. The Details of the Options granted
for dematerialisation of shares are processed and confirmed to
/ vested are as follows:

26 Apar Industries Limited Annual Report 2009-10 27

 Auditors’ Certificate regarding compliance of
conditions of Corporate Governance
To the members of
Apar Industries Limited

We have examined the compliance of conditions of Corporate Governance by Apar Industries Limited (‘the Company’), for the year
ended March 31, 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing
Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
FINANCIAL SECTION
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 301112E

Vilas Y. Rane
Place: Mumbai Partner
Date : 25th May, 2010 Membership No: F-33220

28 Apar Industries Limited Annual Report 2009-10 29

 Auditors’ Report
To the Members of
Apar Industries Limited
1. We have audited the attached Balance Sheet of Apar
Industries Limited (the ‘Company’) as at March 31, 2010,
and the related Profit and Loss Account and Cash Flow
Statement for the year ended on that date annexed thereto,
which we have signed under reference to this report. These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing
standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by Management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
3. As required by the Companies (Auditor’s Report) Order,
2003 as amended by Companies (Auditor’s Report)
(Amendment) Order, 2004 (together the ‘Order’), issued by
the Central Government of India in terms of sub-section (4A)
of Section 227 of ‘The Companies Act, 1956’ of India (the
‘Act’) and on the basis of such checks of the books and
records of the Company as we considered appropriate and
according to the information and explanations given to us,
we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. The Company has not provided for a “mark-to-market” loss
on commodity forward/option contracts aggregating
Rs. 400,027,218 as at March 31, 2010 as was required to be
provided on grounds of prudence under the provisions of
Accounting Standard 1 “Disclosure of Accounting Policies’’
(Refer Note 7A, Schedule 22), for the reasons stated by the
management in the said note. Consequently, without
considering the tax effect, the profit for the year and
reserves and surplus are overstated and current liabilities are
understated by Rs. 400,027,218. Had the effect of the
observation made by us been considered, the reported profit
would turn into a loss for the year of Rs. 94,198,819
(as against the reported profit after tax and extraordinary
items of Rs. 305,828,399), the reserves and surplus would
have been Rs. 2,206,451,084 (as against the reported figure
of Rs. 2,606,478,302) and the current liabilities would have
been Rs. 12,135,770,325 (as against the reported figure of
Rs. 11,735,743,107).
30 Apar Industries Limited
5. Further to our comments in the Annexure referred to in
paragraph 3 above, we report that:
a. We have obtained all the information and explanations
which, to the best of our knowledge and belief, were
necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by
law have been kept by the Company so far as appears
from our examination of those books;
c. The Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report are in
agreement with the books of account;
d. In our opinion, subject to our comments in paragraph 4
above, the Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report comply
with the accounting standards referred to in sub-section
(3C) of Section 211 of the Act;
e. On the basis of written representations received from
the directors, as on March 31, 2010 and taken on record
by the Board of Directors, none of the directors is
disqualified as on March 31, 2010 from being appointed
as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act;
f. In our opinion and to the best of our information and
according to the explanations given to us, the said
financial statements together with the notes thereon
and attached thereto, subject to the effect on the
financial statements of the matter referred to in the
paragraph 4 above, give in the prescribed manner, the
information required by the Act, and give a true and fair
view in conformity with the accounting principles
generally accepted in India:
i. in the case of the Balance Sheet, of the state of
affairs of the Company as at March 31, 2010;
ii. in the case of the Profit and Loss Account, of the
reported profit for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash
flows for the year ended on that date.
For Price Waterhouse
Chartered Accountants
Firm Registration No.: 301112E
Vilas Y. Rane
Partner
Mumbai, May 25, 2010 Membership No.: F 33220
Annexure to the Auditors’ Report
[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Apar Industries Limited on the financial
statements for the year ended March 31, 2010]
1) a) The Company is maintaining proper records showing
full particulars, including quantitative details and
situation, of fixed assets.
b) The fixed assets are physically verified by the
Management according to a phased programme
designed to cover all the items over a period of three
years, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets.
Pursuant to the programme, a portion of fixed assets
has been physically verified by the management during
the year and no material discrepancies between the
book records and the physical inventory have been
noticed.
c) In our opinion and according to the information and
explanations given to us, a substantial part of fixed
assets has not been disposed off by the Company
during the year.
2) a) The inventory (excluding stocks with third parties) has
been physically verified by the Management during the
year. In respect of inventory lying with third parties,
these have substantially been confirmed by them. In our
opinion, the frequency of verification is reasonable.
b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable
and adequate in relation to the size of the Company
and the nature of its business.
c) On the basis of our examination of the inventory
records, in our opinion, the Company is maintaining
proper records of inventory. The discrepancies noticed
on physical verification of inventory as compared to
book records were not material.
3) a) The Company has not granted loans, secured or
unsecured, to Companies, firms or other parties covered
in the register maintained under Section 301of the Act.
Accordingly, the provisions of sub clause (b) to (d) of
clause (iii) of paragraph 4 of the Order are not
applicable.
b) The Company has taken unsecured loans from thirteen
parties covered in the register maintained under Section
301 of the Act. The aggregate of the maximum amount
of the loans outstanding during the year, and the
aggregate of the year-end balances of such loans was
Rs. 598,321,594 and Rs. 250,653,157 respectively.
c) In our opinion, and according to the information and
explanations given to us, the rate of interest and other
terms and conditions of the loans taken by the
Company are, prima facie, not prejudicial to the
interests of the Company.
d) In our opinion, and according to the information and
explanations given to us, the Company is regular in
repayment of principal and interest, where stipulations
have been made. In cases where there are no
stipulations and repayment of both principal and
interest are stated at call, the Company is regular in the
payment of principal and interest as and when
demanded.
4) In our opinion and according to the information and
explanations given to us, there is an adequate internal
control system commensurate with the size of the
Company and the nature of its business for the purchase
of inventory, fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the
books and records of the Company, and according to the
information and explanations given to us, no major
weakness have been noticed or reported.
5) a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or
arrangements referred to in Section 301 of the Act have
been entered in the register required to be maintained
under that section.
b) In our opinion and according to the information and
explanations given to us, there are no transactions
made in pursuance of such contracts or arrangements
and exceeding Rs. five lakhs in respect of any party
during the year, which have been made at prices which
are not reasonable having regard to the prevailing
market prices at the relevant time.
6) In our opinion and according to the information and
explanations given to us, the Company has complied with
the directives issued by the Reserve Bank of India and the
provisions of Sections 58A and 58AA or any other relevant
provisions of the Act and the Companies (Acceptance of
Deposits) Rules, 1975 with regard to the deposits accepted
from the public. According to the information and
explanations given to us, no Order has been passed by the
Company Law Board or National Company Law Tribunal
or Reserve Bank of India or any Court or any other Tribunal
Annual Report 2009-10 31
 Annexure to the Auditors’ Report

on the Company in respect of the aforesaid deposits. us and the records of the Company examined by us, in 10. The Company has no accumulated losses as at 31st March, 17. On the basis of an overall examination of the balance sheet
our opinion, the Company is generally regular in 2010, and has not incurred any cash losses in the financial of the Company, in our opinion and according to the
7) In our opinion, the Company has an internal audit system
depositing undisputed statutory dues including year ended on that date or in the immediately preceding information and explanations given to us, there are no
commensurate with its size and nature of its business.
provident fund, employees’ state insurance, income-tax, financial year. funds raised on a short-term basis which have been used
8) We have broadly reviewed the books of account sales tax, wealth tax, service tax, customs duty, excise for long-term investment.
11. According to the records of the Company examined by us
maintained by the Company in respect of products where, duty, cess and other material statutory dues as
and the information and explanations given to us, the 18. The Company has not made any preferential allotment of
pursuant to the Rules made by the Central Government of applicable with the appropriate authorities.
Company has not defaulted in repayment of dues to any shares to parties and companies covered in the register
India, the maintenance of cost records has been prescribed
b) According to the information and explanations given to financial institution or bank or debenture holders as at the maintained under Section 301 of the Act during the year.
under clause (d) of sub-section (1) of Section 209 of the
us and the records of the Company examined by us, balance sheet date.
Act, and are of the opinion that prima facie, the prescribed 19. The Company has not issued any debentures during the
there are no dues of wealth tax and cess which have
accounts and records have been made and maintained. 12. The Company has not granted any loans and advances on year.
not been deposited on account of any dispute, and the
We have not, however, made a detailed examination of the basis of security by way of pledge of shares, debentures
particulars of excise duty, sales tax, customs duty, 20. The Company has not raised any money by public issue
the records with a view to determine whether they are and other securities.
income-tax and service tax as at 31st March, 2010 during the year.
accurate or complete.
which have not been deposited on account of a dispute 13. The provisions of any special statute applicable to chit fund 21. During the course of our examination of the books and
9) a) According to the information and explanations given to are as follows: / nidhi / mutual benefit fund / societies are not applicable records of the Company, carried out in accordance with
to the Company. the generally accepted auditing practices in India, and
14. In our opinion, the Company is not a dealer or trader in according to the information and explanations given to us,
Nature of the Nature of dues* Amount under Period to which Forum where dispute
shares, securities, debentures and other investments. we have neither come across any instance of fraud on or
Statute dispute and unpaid the amount relates is pending
by the Company, noticed or reported during the year, nor
(Rs.) 15. In our opinion and according to the information and have we been informed of such case by the Management.
The Central Excise duty, 44,507,841 1999 - 00 to 2001-02 Bombay High Court, explanations given to us, the terms and conditions of the
guarantees given by the Company, for loans taken by For Price Waterhouse
Excise Act, 1944 Service tax and against the Order of
Chartered Accountants
The Finance Act, Customs duty Settlement Commission others from banks or financial institutions during the year,
Firm Registration No.: 301112E
1994 – Service 18,767,127 2004-05 to 2006-07 Commissioner (Appeals) are not prejudicial to the interest of the Company.
tax and Customs 23,118,932 1999-00, 2001-02 Customs, Excise and
16. In our opinion, and according to the information and
Act, 1962 Service Tax Appellate
explanations given to us, on an overall basis, the term loans Vilas Y. Rane
Tribunal
have been applied for the purposes for which they were Partner
1,694,484 2003-04 to 2006-07 Customs, Excise and Service Mumbai, May 25, 2010 Membership No.: F 33220
obtained.
Tax Appellate Tribunal
925,851 1993-94 DGFT, Mumbai
1,984,896 1996-97 to 1998-99 Customs, Excise and Service
Tax Appellate Tribunal
Central Sales Tax Sales tax 1,205,837 1998-99, 2001-02 to Assistant Commissioner
Act and Local 2004-05
Sales Tax Acts 60,204 2003-04 and 2004-05 Commercial Tax Officer
83,181 1998-99 Tribunal
54,492,862 2002-03, 2003-04 & Commissioner-VAT
2004-05
Income Tax Act, Tax Deducted At 201,742 2003-04 to 2007-08 Commissioner Income Tax
1961 Source (Appeals)

*including interest and penalty, as applicable

32 Apar Industries Limited Annual Report 2009-10 33

 Balance Sheet As at March 31, 2010 Profit and Loss Account For the year ended March 31, 2010
(Amount in Rupees) (Amount in Rupees)
Schedule As at 31.03.2010 As at 31.03.2009 Schedule 2009-2010 2008-2009
SOURCES OF FUNDS INCOME
Shareholders' Funds Sale of goods, services and related recoveries 15 21,675,561,475 26,892,586,235
Share Capital 1 323,360,310 323,360,310 Less: Excise Duty 1,695,018,777 2,258,458,836
Reserves and Surplus 2 2,606,478,302 2,489,185,132 19,980,542,698 24,634,127,399
2,929,838,612 2,812,545,442 Other income 16 166,385,829 63,230,291
Loan Funds 20,146,928,527 24,697,357,690
EXPENDITURE
Secured loans 3 574,547,033 376,325,472
Operating and other expenses 17 18,974,103,833 24,161,861,032
Unsecured loans 4 302,508,157 392,845,382
Decrease / (Increase) in stocks 18 (212,282,284) 11,469,500
877,055,190 769,170,854
Depreciation 118,791,962 109,925,885
Deferred taxation liability (Net) 5 80,319,908 85,781,796
Interest and discounting charges (net) 19 195,598,616 312,489,446
3,887,213,710 3,667,498,092
19,076,212,127 24,595,745,863
APPLICATION OF FUNDS Profit before taxation and exceptional items 1,070,716,400 101,611,827
Fixed Assets 6 Exceptional items 20 22,611,692 17,401,870
Gross block 1,797,823,482 1,671,961,751 Profit before taxation 1,048,104,708 84,209,957
Less: Depreciation 599,044,910 486,256,190 Provision for taxation:
Net block 1,198,778,572 1,185,705,561 Current tax 192,000,000 –
Capital work-in-progress/ advances 9,244,166 46,032,977 Minimum alternate tax – 2,350,000
Fixed Assets held for sale/ disposal 731,928 731,928 Minimum alternate tax credit entitlement – (2,350,000)
1,208,754,666 1,232,470,466 Deferred tax – (credit)/charge (5,461,889) 29,945,610
Investments 7 317,507,978 884,096,176 Fringe benefit tax – 4,500,000
Current Assets, Loans and Advances Prior period tax – (3,510,504)
Inventories 8 3,782,880,460 2,974,903,798 Wealth tax 200,000 200,000
Sundry debtors 9 3,784,270,398 4,751,894,511 Profit after taxation and before extraordinary items for the year 861,366,597 53,074,851
Cash and bank balances 10 4,691,144,987 5,996,982,699 Extraordinary items (net of tax) - Impairment of Equity investment in
Uniflex Cables Limited (Refer Note 8 of Schedule 22) 555,538,198 –
Loans and advances 11 2,047,919,486 1,667,558,696
Profit after taxation and extraordinary items for the year 305,828,399 53,074,851
14,306,215,331 15,391,339,704
Balance of profit brought forward 998,166,339 945,091,488
Less: Current Liabilities and Provisions
Amount available for appropriations 1,303,994,738 998,166,339
Current liabilities 12 11,735,743,107 13,835,016,357
Appropriated as under:
Provisions 13 209,521,158 16,953,589
Transfer to general reserve (87,500,000) –
11,945,264,265 13,851,969,946 Proposed dividend:
Net Current Assets 2,360,951,066 1,539,369,758 On Equity Shares @ Rs. 5 per share (Previous year Rs. Nil per share) (161,680,155) –
Miscellaneous expenditure (to the extent 14 – 11,561,692 Tax on dividends (26,855,074) –
not written off or adjusted) Balance Carried to Balance Sheet 1,027,959,509 998,166,339
3,887,213,710 3,667,498,092 Significant Accounting Policies 21
Significant Accounting Policies 21 Notes to the Financial Statements 22, 23
Notes to the Financial Statements 22, 23 Earnings Per Share (Refer Note 15 of Schedule 22) face value of Rs.10
Basic & Diluted before extraordinary items 26.64 1.64
Basic & Diluted after extraordinary items 9.46 1.64
Signatures to the Balance Sheet and Schedules 1 to 14, 21 to 23
Signatures to the Profit and Loss Account and Schedules 15 to 20, 21 to 23
As per our report of even date attached
As per our report of even date attached
For Price Waterhouse For and on behalf of the Board of Directors
For Price Waterhouse For and on behalf of the Board of Directors
Chartered Accountants
Chartered Accountants
Firm Registration No.: 301112E
Firm Registration No.: 301112E

Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder

Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder
Partner Managing Director & Director Chief Financial Officer Company Secretary
Partner Managing Director & Director Chief Financial Officer Company Secretary
Membership No. F 33220 Chief Executive Officer
Membership No. F 33220 Chief Executive Officer
Place : Mumbai
Place : Mumbai
Dated : May 25, 2010
Dated : May 25, 2010

34 Apar Industries Limited Annual Report 2009-10 35

 Schedules annexed to and forming part of the Balance Sheet Schedules annexed to and forming part of the Balance Sheet
(Amount in Rupees) (Amount in Rupees)
As at 31.03.2010 As at 31.03.2009 As at 31.03.2010 As at 31.03.2009

Schedule 1 SHARE CAPITAL Schedule 5 DEFERRED TAX LIABILITY (NET)

(A) Authorised : Deferred tax liability arising on account of timing difference in:
91,998,750 (91,998,750) Equity Shares of Rs.10 each 919,987,500 919,987,500 Book and Tax depreciation 109,980,856 110,945,744
919,987,500 919,987,500 Less: Deferred tax asset arising on account of timing differences in :
(B) Issued, Subscribed and Fully Paid Up : i) Provision for doubtful debts and advances 12,403,868 9,565,232
32,336,031 (32,336,031) Equity Shares of Rs.10 each fully paid 323,360,310 323,360,310 ii) Provision for gratuity and leave salary 6,490,728 5,762,797
323,360,310 323,360,310 iii) Voluntary Retirement Scheme 2,290,269 1,714,008
iv) Expenses allowable on payment basis 8,476,083 8,121,911
Schedule 2 RESERVES AND SURPLUS 29,660,948 25,163,948
80,319,908 85,781,796
Capital Reserve
As per last balance sheet 4,950,746 4,950,746
Capital Redemption Reserve
As per last Balance Sheet 147,547,770 147,547,770 Schedule 6 FIXED ASSETS
Securities Premium Account GROSS BLOCK DEPRECIATION WRITTEN DOWN VALUE
As per last balance sheet 588,520,277 588,520,277 As at Additions Deductions/ As at Upto Deductions/ For the Upto As at As at
General Reserve 01.04.2009 Adjustments 31.03.2010 31.03.2009 Adjustments year 31.03.2010 31.03.2010 31.03.2009
As per last balance sheet 750,000,000 750,000,000
Land
Add :- Transfer from Profit and Loss Account 87,500,000 –
– Freehold 42,388,743 – – 42,388,743 – – – – 42,388,743 42,388,743
837,500,000 750,000,000
– Leasehold 39,026,979 – – 39,026,979 6,341,286 – 573,696 6,914,982 32,111,997 32,685,693
Surplus in Profit and Loss Account 1,027,959,509 998,166,339
Buildings 395,935,225 16,637,398 – 412,572,623 69,120,685 – 17,795,450 86,916,135 325,656,488 326,814,540
2,606,478,302 2,489,185,132
Plant and Machinery * 1,033,391,061 106,811,586 (6,481,901) 1,133,720,746 312,506,058 (4,560,724) 83,370,164 391,315,498 742,405,248 720,885,003
Furniture, fixture and
Schedule 3 SECURED LOANS equipments 102,485,711 4,079,431 (290,893) 106,274,249 74,629,455 (125,685) 7,458,437 81,962,207 24,312,042 27,856,256

From Banks : Motor Vehicles 32,190,148 5,679,751 (1,649,269) 36,220,630 17,022,735 (1,316,833) 4,267,511 19,973,413 16,247,217 15,167,413

i) Cash Credit/Working Capital Demand Loans 453,307,984 246,007,472 Intangible Asset 26,543,884 1,075,628 – 27,619,512 6,635,971 – 5,326,704 11,962,675 15,656,837 19,907,913

ii) Term Loans 121,239,049 130,318,000 1,671,961,751 134,283,794 (8,422,063) 1,797,823,482 486,256,190 (6,003,242) 118,791,962 599,044,910 1,198,778,572 1,185,705,561

574,547,033 376,325,472 Previous year 1,460,690,905 235,279,755 (24,008,909) 1,671,961,751 394,552,725 (18,222,420) 109,925,885 486,256,190 1,185,705,561 –
Fixed Assets held for Sales/disposal (at estimated net realisable value - refer note 1 below) 731,928 731,928
Notes:
Capital work-in-progress/ Advances 9,244,166 46,032,977
A) The Cash Credit/Working Capital Demand Loans/Pre-shipment Export Finance from banks are secured by:
1,208,754,666 1,232,470,466
i) Hypothecation of specified stocks, specified book debts of the Company and movable plant and machinery at Nalagarh
Unit. Notes:

ii) first charge by way of equitable mortgage by deposit of title deeds of Company's specified immovables properties, both 1) Fixed Assets held for sale/disposal have been stated at lower of book value or net realisable value and include the following:
present and future. I) Land & Building Rs. 231,928 (Previous Year Rs. 231,928)
II) Plant & Machinery Rs. 500,000 (Previous Year Rs. 500,000)
iii) first charge by way of equitable mortgage by deposit of title deeds of certain immovables properties of Apar Corporation
Private Limited, a related party. * Includes Asset given on Lease (Refer Note 9 of Schedule 22)

iv) Out of the above an amount of Rs. 269,460,000 (Previous year Rs. NIL) is secured by lien on term deposit of Rs. 290,000,000.
B) The term loan is secured by hypothecation of specific machineries acquired out of proceeds of the loan. The amount payable
within a year Rs. 30,307,741 (Previous year Rs. 130,318,000).

Schedule 4 UNSECURED LOANS

Fixed Deposits*
a) From public 198,080,000 143,912,500
b) From directors 45,100,000 46,100,000
243,180,000 190,012,500
Loans from Directors (repayable at call) 19,500,000 160,170,577
Inter Corporate Deposits (repayable at call) 39,828,157 42,662,305
302,508,157 392,845,382

*Repayable within one year Rs. 77,527,000 (Previous year Rs.118,966,500)

36 Apar Industries Limited Annual Report 2009-10 37

 Schedules annexed to and forming part of the Balance Sheet Schedules annexed to and forming part of the Balance Sheet
(Amount in Rupees) (Amount in Rupees)
As at 31.03.2010 As at 31.03.2009 As at 31.03.2010 As at 31.03.2009

Schedule 7 INVESTMENTS - (AT COST) Schedule 8 INVENTORIES

Long-term, unquoted, unless otherwise stated (At lower of cost and net realisable value)
A. Government of India Securities:
Stores and spare parts 80,299,795 82,709,762
i) 6 Year National Savings Certificates 4,240 4,240
ii) 12 Year National Defence Certificates 6,000 6,000 Raw materials and components # 2,771,627,765 2,173,523,420
iii) 6 Year National Savings Certificates Work-in-progress 249,467,996 298,680,897
(held as security by Government Departments) 7,000 7,000 Finished goods * 681,484,904 419,989,719
17,240 17,240 3,782,880,460 2,974,903,798
B. Subsidiary Companies
In Equity Shares: # Including Raw materials in transit Rs. 1,289,489,693 (Previous year Rs. 679,137,020)
i) 100,000 (Previous year 100,000) Ordinary Shares of S$ 1 each * Including stock of traded goods Rs. 68,759,918 (Previous year Rs.17,442,147)
fully paid in Petroleum Specialities Pte Limited, Singapore 2,643,645 2,643,645
ii) 1 (Previous year 1) Share of AED 150,000 each fully Schedule 9 SUNDRY DEBTORS
paid in Poweroil Speciality Products FZE, Sharjah 1,967,274 1,967,274
iii) 16,353,875 shares (Previous year 16,353,875) of – Debts outstanding for a period exceeding six months
Uniflex Cables Limited of Rs. 10 each, fully paid up (quoted) 834,371,767 834,371,767 Secured
Less : Provision for Dimunition in Value Considered good 317,545 233,927
(Refer Note 8 of Schedule 22) (555,538,198) – Unsecured
278,833,569 834,371,767 Considered good 502,336,705 791,744,098
iv) 2,600,000 Fully Convertible Warrants of Uniflex Cables Considered doubtful 37,338,555 19,866,313
Limited (Face Value Rs. 42.50 each) Partly paid Rs. 4.25 each 11,050,000 11,050,000
539,992,805 811,844,338
Less: Lapsed during the year (11,050,000) –
Other debts - Considered good*
– 11,050,000
283,444,488 850,032,686 Secured 2,137,455 1,969,558
C. Trade: Unsecured 3,279,478,693 3,957,946,928
In Equity Shares: 3,281,616,148 3,959,916,486
Joint Venture Less: Provision for doubtful debts 37,338,555 19,866,313
3,383,625 shares (Previous year 3,383,625) of Total 3,784,270,398 4,751,894,511
Apar Chematek Lubricants Limited of Rs. 10 each, fully paid up 33,836,250 33,836,250
D. Non Trade: * Includes receivable from subsidiaries/Down stream subsidiaries:
4,200 Shares (Previous year 4,200 Shares) of
Natpur Co-operative Bank Limited of Rs. 50 each 210,000 210,000 Balance as at Balance as at
Total 317,507,978 884,096,176 31.03.2010 31.03.2009
Aggregate book value of unquoted investments 38,674,409 49,724,409 Poweroil Speciality Products FZE 16,373,168 11,049,471
Aggregate book value of quoted investments 278,833,569 834,371,767 Uniflex Cables Limited 94,553,578 81,303,705
Aggregate market value of quoted investments 278,833,569 144,731,794
Petroleum Specialities Pte Limited 10,724,286 6,230,037
Quantum Apar Speciality Pty. Limited – 24,550,689
Short term investment in liquid fund purchased and sold during the year
Marine Cables and Wires Private Limited 2,117,167 2,117,167
Face Value Unit Value
Total 123,768,199 125,251,069
(in Rs.) (in Numbers) (in Rs.)
ING Liquid Fund Institutional -Daily Dividend Option 10 45,199,170 452,256,081
Reliance Liquid Fund-Treasury Plan- Institutional Option-Daily Dividend Option 10 69,267,380 1,154,621,503
Schedule 10 CASH AND BANK BALANCES
ING Liquid Fund Super Institutional -Daily Dividend Option 10 116,508,873 1,165,602,921 Cash on hand 614,785 891,352
Kotak Liquid (Institutional Premium) -Daily Dividend 10 25,770,437 315,123,479 Fund in Transit 16,000,044 9,143,586
HDFC Liquid Fund Premium Plan-Daily Dividend Option Reinvest 10 86,805,737 997,555,444 Balances with Scheduled Banks :
Kotak Flexi Debt Scheme Institutional -Daily Dividend 10 7,970,046 80,079,039 in current accounts 709,675,078 1,464,086,649
Kotak Floter Short Term-Daily Dividend 10 6,773,942 72,528,048
in cash credit accounts – 1,441,985,757
Bharti Axa Liquid -Daily Dividend 10 2,256,970 22,512,390
in deposit accounts 19,292,672 13,879,999
Reliance Liquid Fund-Daily Dividend -Institutional Option 10 7,714,387 130,047,106
Reliance Liquid Fund-Daily Dividend -Retail Option 10 9,995 10,004,162 in margin money accounts * 3,945,331,648 3,066,764,596
Reliance Money Manager Fund-Daily Dividend -Institutional Option 10 24,984 30,012,726 4,674,299,398 5,986,717,001
Kotak Floter Long Term-Daily Dividend 10 17,779,803 180,079,933 Balances with Non-Scheduled Banks :
HDFC Cash Mang-Daily Div. 10 940,571 10,004,295 in current accounts** 230,760 230,760
SBNP Ultra 10 747,478 7,502,435 4,691,144,987 5,996,982,699
SBNPP Ultra Fund-Daily Div. 10 747,443 7,502,086
32D ICICI Prud.Daily Div 10 1,790,448 20,009,833 * Rs. 290,000,000 (Previous year Rs. Nil) under lien against working capital loans and balance against Letters of Credit for
DWS Insta Cash Daily Div 10 242,721 2,500,264 Company's imports of raw materials.
** Maximum balance during the year Rs. 230,760 (Previous year Rs. 230,760).

38 Apar Industries Limited Annual Report 2009-10 39

 Schedules annexed to and forming part of the Balance Sheet Schedules annexed to and forming part of the Profit and Loss Account
(Amount in Rupees) (Amount in Rupees)
As at 31.03.2010 As at 31.03.2009 2009–2010 2008–2009

Schedule 11 LOANS AND ADVANCES Schedule 15 SALE OF GOODS, SERVICES AND RELATED
Unsecured, considered good, unless otherwise stated RECOVERIES (NET OF EXCISE)
Loans & advances to subsidiary companies * 710,295,330 134,204,021 Sales 19,730,382,311 24,859,483,374
Advances recoverable in cash or
Less: Excise duty (1,695,018,777) (2,258,458,836)
in kind or for value to be received **
18,035,363,534 22,601,024,538
Considered good 1,099,818,145 1,287,199,424
Considered doubtful – 8,275,000 Sale of traded goods 331,545,444 422,292,260
1,099,818,145 1,429,678,445 Sale of raw materials 591,379,623 119,939,063
Less:- Provision for doubtful advances – 8,275,000 Scrap sales 24,236,956 26,878,540
1,099,818,145 1,421,403,445 Export benefits 143,745,708 267,332,968
Balances with Excise Department : Rebate/refund of excise duty on deemed/physical exports 224,750,376 791,262,013
in current account 1,080,135 80,135 Transport charges recovered 441,336,266 398,262,275
Advance payments of tax less provisions 172,089,392 194,973,317
Processing and other service charges 188,184,791 7,135,742
Interest accrued but not due on deposits/margin monies 64,636,484 48,751,799
Total 19,980,542,698 24,634,127,399
Mat Credit Entitlement – 2,350,000
Total 2,047,919,486 1,667,558,696
* Loans and advances to Balance as at Maximum amount Balance as at Maximum amount
subsidiary companies 31.03.2010 outstanding 31.03.2009 outstanding Schedule 16 OTHER INCOME
during the year during the
Commission – 1,806,212
previous year
Lease Rent 8,720,667 1,995,800
Poweroil Speciality Products FZE 4,567,273 4,571,860 4,571,860 4,571,860 Profit on sale/ disposal of fixed assets (Net) 1,481,797 3,700,692
Uniflex Cables Limited 705,686,435 940,266,616 129,466,810 613,159,920 Provision for expenses no longer required/ sundry balances, written back 10,471,935 1,835,350
Petroleum Specialities Pte Limited 41,622 165,351 165,351 165,351
Exchange gain - Others 107,842,237 –
** Includes Rs. 3,975,095 being excise/custom duty paid under protest (Previous year Rs. 3,975,095) Profit on sale of short term investment in liquid fund – 1,027,749
** Includes Rs. 6,110,417 being sales tax paid under protest (Previous year Rs. 6,110,417) Dividend on short term investment in liquid fund 2,441,745 185,493
Sundry Income 35,427,448 52,678,995
Schedule 12 CURRENT LIABILITIES Total 166,385,829 63,230,291
Sundry creditors (Refer Note 5 of Schedule 22)
– Total outstanding dues of Micro Enterprises and Small Enterprises 10,336,317 11,636,535
Schedule 17 OPERATING AND OTHER EXPENSES
– Total outstanding dues of other creditors 9,427,551,757 11,938,852,279
[Includes dues to subsidiary company Rs. 10,749,864 Raw materials and components consumed * 15,467,184,354 20,720,809,669
(Previous year Rs. 36,030,821)] Purchase of traded goods 361,686,233 415,186,855
Other liabilities 2,268,775,172 1,833,694,794 Excise duty adjustment of finished goods stock (514,170) 2,763,450
Interest accrued but not due on loans 29,079,861 50,832,749 Power, electricity and fuel 255,260,904 286,519,450
Total 11,735,743,107 13,835,016,357 Stores, spare parts ** 59,616,833 75,523,633
Packing Material 756,793,734 710,126,788
Schedule 13 PROVISIONS Storage charges 57,291,333 48,584,816
Processing charges, Fabrication & Labour Charges 131,956,842 147,844,025
Gratuity - In respect of Directors 2,273,058 1,926,076
Repairs and maintenance :
- Balance liability to the Employees Gratuity Fund 1,447,314 964,743
Buildings 632,508 2,073,914
Accumulated and unavailed leave 17,265,557 14,062,770
Plant and machinery 12,101,319 11,546,290
Proposed dividend 161,680,155 –
Others 12,965,275 11,464,664
Tax on proposed dividend 26,855,074 –
25,699,102 25,084,868
Total 209,521,158 16,953,589
Insurance 29,754,759 31,279,978
Rent 14,960,038 7,731,341
Schedule 14 MISCELLANEOUS EXPENDITURE (to the extent not written off or adjusted) Rates and taxes 31,986,647 10,743,230
Voluntary Retirement Compensation Payment to and provision for employees :
Opening Balance 11,561,692 28,963,562 Salaries, wages and bonus (Refer Note 4(A) of Schedule 22) 175,690,388 154,182,795
Add: Incurred during the year – – Contribution to provident and other funds 18,684,687 17,214,509
Less: Amortized during the year (11,561,692) (17,401,870) Provision for gratuity in respect of directors 346,982 349,438
– 11,561,692 Workmen and staff welfare expenses 11,761,615 17,806,133
Total – 11,561,692 206,483,672 189,552,875

40 Apar Industries Limited Annual Report 2009-10 41

 Schedules annexed to and forming part of the Profit and Loss Account Schedules annexed to and forming part of the Financial Statement
(Amount in Rupees)
2009–2010 2008–2009 Schedule 21 SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Preparation of financial statements:
Schedule 17 OPERATING AND OTHER EXPENSES (Contd...)
The financial statements are prepared on accrual basis under the historical cost convention and comply in all material aspects
Directors' sitting fees 562,500 547,500
with the generally accepted accounting principles in India, the Accounting Standards prescribed under section 211(3C) of the
Commission to Chairman, Managing Director and Companies Act,1956 and the applicable provisions thereof.
Joint Managing Director (Refer Note 4(B) of Schedule 22) 20,948,661 –
2. Use of estimates:
Lease rentals 1,344,900 1,338,300
The preparation of financial statements is in conformity with generally accepted accounting principles (“GAAP”) which requires
Freight outward 674,035,679 789,022,514
the management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities
Commission on sales 93,095,234 101,155,610
and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates.
Discounts and rebates 65,099,435 41,416,711 Any revision to accounting estimates is recognized prospectively in current and future periods.
Advertisement expenses 876,272 1,689,172
3. Significant accounting policies:
Donations 2,747,500 259,500
A) Fixed assets, Depreciation and Amortization:
Legal and Professional fees 42,561,784 35,394,932
i) Fixed assets are stated at cost of acquisition / construction (net of CENVAT) less accumulated depreciation. Cost includes
Royalty 62,949,838 59,980,689
purchase price and other costs attributable to acquisition / construction of fixed assets.
Marketing fees 190,485,190 6,699,241
ii) Depreciation on assets is provided at the rates and in the manner prescribed under Schedule XIV of the Companies Act,
Miscellaneous expenses 151,319,032 166,209,044
1956 (except as stated in (iii) below):
Bad debts and advances written off 11,751,867 –
a) On written down value method except in respect of building and plant and machinery purchased after 30.4.1987,
Less: Provision for doubtful debts/advances utilised (9,275,000) –
which are depreciated on straight line method.
2,476,867 –
b) Capital Expenditure in respect of which ownership does not vest with the Company is amortized over a period of five
Provision for doubtful debts / advances 27,752,380 14,469,424
years. Leasehold land is amortized over the period of lease.
Bank charges and commission 239,688,280 197,614,647
c) Certain items of plant and machinery which have been considered to be continuous process plant by the management
Exchange loss - others – 74,312,770
are depreciated at the prescribed rates.
Total 18,974,103,833 24,161,861,032
iii) In the cases where the estimated useful life of the asset is less as compared to useful life estimated in Schedule XIV of
* net of gain on derivative contract Rs. NIL (Previous year gain of Rs. 34,531,629). the Companies Act, 1956, such assets are depreciated at rates higher than those prescribed under Schedule XIV of the
** include stores and spares consumed for repairs and maintenance of plant and machinery, not separately ascertained. Companies Act, 1956.
Asset Rate
Factory building at Nalagarh Over the lease period of 8 years
iv) In respect of assets costing less than Rs.5,000 each and temporary structures, 100% depreciation is provided in the year
Schedule 18 DECREASE/(INCREASE) IN STOCKS
of addition.
Opening stock of finished goods, work-in-progress and scrap 718,670,616 730,140,116 v) Borrowing costs attributable to acquisition/construction of qualifying assets within the meaning of the accounting
Closing stock of finished goods, work-in-progress and scrap 930,952,900 718,670,616 standard 16 on “borrowing costs” are capitalised as a part of the cost of fixed assets.
Total (212,282,284) 11,469,500 vi) Pre-operation expenses including trial run expenses (net of revenue) are capitalized.
B) Impairment of assets:
The Company assesses, at each balance sheet date, whether there is any indication of impairment of the carrying amount
of the Company’s assets. An impairment loss is recognized in the profit and loss account wherever the carrying amount of
Schedule 19 INTEREST AND DISCOUNTING CHARGES (NET) the assets exceeds its estimated recoverable amount. The recoverable amount is greater of the net selling price and value in
On loans for fixed periods 61,710,217 32,437,327 use. In assessing value in use, the estimated future cash flows are discounted to their present value, based on an appropriate
On other loans / facilities 445,699,722 703,307,426 discounting factor. Impairment losses are recognized in the profit and loss account. The impairment loss recognized in prior
507,409,939 735,744,753 accounting period is reversed if there has been change in recoverable amount.
Less: Interest earned- gross (tax deducted at source Rs. 58,644,621) C) Investments:
(Previous year Rs. 86,756,218) All long term investments are stated at cost. Provision for diminution in value of long term investments is made if it is other
than temporary in nature. Current investments are valued at lower of cost and market value.
On bank deposits * (256,475,989) (360,869,292)
Others (55,335,334) (62,386,015) D) Inventories:
Inventories are valued at lower of standard cost or net realizable value. Cost includes material cost, cost of labour and
(311,811,323) (423,255,307)
attributable manufacturing overheads. Cost of materials is arrived at on weighted average basis. Inventory of scrap is valued
Total 195,598,616 312,489,446 at estimated realisable value. Inventories of Finished Goods include excise duty as applicable.
* On deposits under lien against working capital and margin monies held against letters of credit for Company's import of raw E) Government Grants:
materials. i) Government grants are recognised in the financial statements when they are received and there is reasonable assurance
that the Company will comply with the conditions attached to them.
ii) Government grants, which are in the nature of refundable interest free loans received from government/semi-government
Schedule 20 EXCEPTIONAL ITEMS authorities, are credited to secured/unsecured loans.
Amortisation of Voluntary Retirement Scheme compensation 11,561,692 17,401,870 iii) Government grants which are in the nature of subsidies received from government/semi-government authorities and
which are non-refundable are credited to reserves.
Investment (Share Warrant) written off 11,050,000 –
Total 22,611,692 17,401,870 F) Employee stock options:
In respect of the employee stock options, the excess of fair price on the date of grant over the exercise price is recognized

42 Apar Industries Limited Annual Report 2009-10 43

 Schedules annexed to and forming part of the Financial Statement Schedules annexed to and forming part of the Financial Statement
Schedule 21 SIGNIFICANT ACCOUNTING POLICIES (Contd...) Schedule 21 SIGNIFICANT ACCOUNTING POLICIES (Contd...)

Q) Provision for contingencies:

as deferred compensation cost amortized over vesting period.
A provision is recognized when there is a present obligation as a result of a past event, it is probable that an outflow of
G) Voluntary Retirement Schemes: resources will be required to settle the obligation and in respect of which reliable estimates can be made. Disclosure of
Compensations paid under voluntary retirement schemes are amortized over a period not exceeding 5 years, up to 31st contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require
March,2010. an outflow of resources. When likelihood of such outflow is remote, no provision or disclosure is made. Provision arising from
H) Enterprise Resource Planning Cost: litigations, assessments by statutory authorities, etc. is made when the Company, based on legal advise wherever necessary,
Cost of implementation of ERP Software including all related direct expenditure is amortized over a period of 5 years on estimates that the liability has been incurred and the amount can be reasonably estimated.
successful implementation.
I) Share Issue Expenses: Schedule 22 NOTES TO THE FINANCIAL STATEMENTS
Share issue expenses are written off against share premium account, if any, or amortized over a period of 5 years. (Amount in Rupees)
J) Revenue recognition: As at 31.03.2010 As at 31.03.2009
i) Sale of goods is recognised on despatch to customers and on date of shipment in case of exports. Sales exclude amounts 1. Contingent liabilities not provided for :
recovered towards sales tax and excise duty and is net of returns.
a) Bills of exchange discounted 1,311,439,622 1,584,082,553
ii) Price variation claims are accounted in accordance with the terms of contract and/or upon admittance by customers.
b) Taxation:
iii) Dividend income on investment is recognised when the right to receive payment is established.
Disputed demands of income tax – 210,742
iv) In respect of service activities, income is recognised as and when services are rendered. c) i) Guarantee given by the Company for credit facilities enjoyed by Petroleum
v) Lease rental on operating lease is accounted on accrual basis. Specialities PTE Ltd., a Wholly Owned Subsidiary 673,650,000 354,620,000
K) Post-employment benefits: ii) Guarantee given by the Company for credit facilities enjoyed by
Defined Contribution Plans: In respect of the Company’s provident fund scheme, the Company makes specified monthly Uniflex Cables Limited, a subsidiary company. 1,250,000,000 1,250,000,000
contributions towards employee provident fund directly to the Government under the Employees Provident Fund Act, 1952 d) Claims against the Company not acknowledged as debts -
and is not obliged to bear the shortfall, if any, between the return on investments made by the Government from the i) Demand/ Show cause-cum-demand notices received and contested by
contributions and the notified interest rate. In respect of the Company’s approved superannuation scheme, the Company
the Company with the relevant appellate authorities:
makes specified contributions to the superannuation fund administered by the Company and the return on investments is
Excise Duty (also refer note (iii) below) 36,817,515 3,433,948
adequate to cover the commitments under the scheme. The Company’s contribution paid/payable under these schemes is
Service Tax 1,984,896 1,984,896
recognized as expense in the profit and loss account during the period in which the employee renders the related service.
Customs duty 31,004,925 31,004,925
Defined Benefit Plans: In respect of the Company’s gratuity and leave wages schemes, the present value of the obligation
Sales tax 56,012,976 59,080,673
under such scheme is determined based on actuarial valuation using the Projected Unit Credit Method. The discount rates
ii) Arbitration award regarding dispute of alleged contractual non performance
used for determining the present value of the obligation is based on the market yields on Government securities as at the
balance sheet date. Actuarial gains and losses are recognized immediately in the Profit & Loss Account. Long term by the Company, against which the Company is in appeal before
compensated absences are provided for based on actuarial valuation, made at the year end, by independent actuaries. Bombay High Court. 65,631,906 61,048,671
iii) Interest on delayed payment of Excise duty, (which duty payment was revenue
L) Translation of foreign currency:
i) The Company translates foreign currency transactions during the year, at the conversion rates prevailing on transaction neutral) on certain Deemed Exports as per settlement commission's order
dates. against which the Company is in appeal before Bombay High Court. 44,507,841 44,507,841
ii) Monetary items remaining unsettled at the year end are translated / reported at the year end rate. Exchange differences iv) Demand/ charges levied by the Local Authorities – 2,000,000
arising on such revaluation are recognised in the Profit and Loss Account. v) Labour matters 16,431,439 16,431,439
iii) Non-Monetary items (other than fixed assets) are reported at the exchange rate at which they are accounted.
iv) In case of forward contracts, premium on the forward contracts is recognized as income or expense over the life of the
contract.
M) Hedging transactions (Metals): As at 31.03.2010 As at 31.03.2009
All gains or losses in respect of hedging transactions are recognised in the financial statements on settlement/squaring off. 2. Estimated amount of contracts remaining to be
Commission etc. in respect of such transactions is accounted on accrual basis. executed on capital account and not provided for (Net of advances) 5,067,466 5,520,244
N) Export benefits/Incentives:
The Company accounts for excise duty rebate on deemed and physical exports, duty entitlements and Focus benefits on
physical exports on accrual basis. Premium on special import licence is credited in the accounts as and when realised. The As at 31.03.2010 As at 31.03.2009
benefits in the form of entitlements to Advance Licenses for duty free import of raw materials in respect of exports made
3. A) Auditors' remuneration (excluding service tax):
are accounted when such imports are made.
i) For Audit fees 2,900,000 2,900,000
O) Claims against the Company not acknowledged as debts:
ii) Other services 1,100,000 100,000
The demands under disputed showcause notices / orders of statutory authorities are provided in the accounts on the basis
iii) Out of pocket expenses 94,000 22,100
of management's estimate and the balance, if any, are included in contingent liability.
4,094,000 3,022,100
P) Taxes on income:
B) Cost auditors' remuneration (excluding service tax):
Provision for taxation is made for both current and deferred taxes. Provision for current tax is made, at current rate of tax,
i) For Audit fees 40,000 65,000
based on assessable income. Deferred tax resulting from timing differences between the book profits and the tax profits is
accounted for to the extent that the timing differences are expected to crystallize. ii) Out of pocket expenses – –
40,000 65,000
Deferred tax assets are not recognised on unabsorbed depreciation and carry forward losses unless there is virtual certainty
that sufficient future taxable income will be available against which such deferred tax assets will be realized.
44 Apar Industries Limited Annual Report 2009-10 45
 Schedules annexed to and forming part of the Financial Statement Schedules annexed to and forming part of the Financial Statement

Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...)
(Amount in Rupees)
6. As per the Revised Accounting Standard 15 " Employees Benefits", the disclosure of employee benefits as defined in the
As at 31.03.2010 As at 31.03.2009 Accounting Standard are given below : (Amount in Rupees)
4. Payment to directors : 2009–2010 2008–2009
A. Remuneration to directors
Defined Contribution Plan
Directors' sitting fees 562,500 547,500
Contributions to Defined Contribution Plan, recognised as expense for the year are as under:
Salaries and other benefits / amenities* 12,517,474 5,643,059
Employer's Contribution to Government managed Provident
Provision for gratuity (ascertained on arithmetical basis) 346,982 349,438
Fund and Family Pension Fund 9,628,897 8,692,975
Commission to Chairman, Managing Director & Joint Managing Director 20,948,661 –
Employer's Contribution to Superannuation Fund 4,891,430 4,380,197
34,375,617 6,539,997
Notes:
Defined Benefit Plan
In the case of personal use of Company's cars, recoveries have been made from
The employees' gratuity fund scheme managed by a Trust is a defined benefit plan. The present value of obligation is determined
the Directors on the basis of the Income-tax Rules, 1962, which the Company
based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to
considers as adequate and reasonable.
additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation
*Includes Rs. 3,329,423 in respect of previous year.
for leave encashment is recognized in the same manner as gratuity.
B. Computation of net profit under Section 198 of the Companies Act, i) Changes in Defined Benefit Obligation during the year (Amount in Rupees)
1956 and commission payable to the directors:
2009–10 2008–09
Net profit before tax as per profit and loss account 1,048,104,710 84,209,957
Gratuity Leave Gratuity Leave
Add:
encashment encashment
Depreciation charged in accounts 118,791,962 109,925,885
(Funded) (Unfunded) (Funded) (Unfunded)
Directors' remuneration (other than commission) 13,426,956 6,539,997
Provision for bad debts / advances (adjusted for provisions utilised / written back) 18,477,380 14,469,424 Defined Benefit obligation at beginning of the year 27,416,902 14,062,770 *22,871,510 10,087,652
Share warrant application money lapsed 11,050,000 – Current Service Cost 2,217,256 1,347,281 1,684,669 833,305
Directors' commission 20,948,661 – Interest Cost 2,208,736 1,057,281 1,908,221 779,839
182,694,959 130,935,306 Actuarial (gain) / loss 1,586,963 3,424,161 2,359,332 4,707,925
1,230,799,669 215,145,262 Benefits paid (368,702) (2,625,936) (1,406,830) (2,345,951)
Less: Defined Benefit obligation at end of the year 33,061,155 17,265,557 27,416,902 14,062,770
Depreciation as per Section 350 118,791,962 109,925,885
* excludes fund aggregating Rs. 7,361,301 in respect of Polymer business sold in the F.Y 2007-08, transferred to a recognised
Wealth-tax for the year 200,000 200,000
Gratuity fund of buyer in F.Y 2009-10.
Profit on sale of Investments and Dividend 2,441,745 1,213,242
ii) Changes in fair value of Plan Assets (Amount in Rupees)
121,433,707 111,339,126
Net profit as per Section 198 of the Companies Act, 1956 1,109,365,962 103,806,137 2009–10 2008–09
Commission upto 1% to each of Chairman, Managing Director and Gratuity Leave Gratuity Leave
Joint Managing Director * – encashment encashment
(Funded) (Unfunded) (Funded) (Unfunded)
* The Company considers it prudent that Commision to Chairman, Managing Director and Joint Managing Director for
Fair value of plan assets at beginning of the year 26,452,159 *22,871,510
this financial year be restricted to Rs. 20,948,661 (0.63% each) in view of Note No. 7A of this Schedule.
Expected return on plan assets 2,368,709 1,993,242
Actuarial gain / (loss) (179,377) 246,777
Employer Contribution 3,341,052 2,625,936 2,747,460 2,345,951
Benefit paid (368,702) (2,625,936) (1,406,830) (2,345,951)
Fair value of plan assets at year end 31,613,841 26,452,159
5. Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 are given as follows:
Actual return on plan assets 2,189,332 2,240,019
2009–2010 2008–2009
* excludes fund aggregating Rs. 7,361,301 in respect of Polymer business sold in the F.Y 2007-08, transferred to a recognised
a) i) Delayed payments due - Principal amount 96,035 1,537,851 Gratuity fund of buyer in F.Y 2009-10.
ii) Interest due on the above 1,178 18,251
b) Total interest paid on all delayed payments during the iii) Net Asset/ (Liability) recognised in the Balance Sheet as at March 31, 2010 (Amount in Rupees)
year under the provision of the Act – – 2009–10 2008–09
c) Interest due on principal amounts paid beyond the due date during
Gratuity Leave Gratuity Leave
the year but without the interest amounts under this Act 18,251 1,390
encashment encashment
d) Interest accrued but not due – –
(Funded) (Unfunded) (Funded) (Unfunded)
e) Total interest due but not paid 1,178 18,251
Fair Value of plan assets 31,613,841 – 26,452,159 –
The above information and that given in Schedule "12" - Current Liabilities regarding micro enterprises and small enterprises has Present value of obligation 33,061,155 17,265,557 27,416,902 14,062,770
been determined on the basis of information available with the Company.
Amount recognised in Balance Sheet 1,447,314 17,265,557 964,743 14,062,770

46 Apar Industries Limited Annual Report 2009-10 47

 Schedules annexed to and forming part of the Financial Statement Schedules annexed to and forming part of the Financial Statement

Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...)

iv) Expense recognised during the year (Amount in Rupees) 7. I) Category wise quantitative data about derivative instruments outstanding as at March 31, 2010
2009–10 2008–09 Type of Instrument Nos. Mt. Amount $/Euro Amount INR
Gratuity Leave Gratuity Leave
a). In respect of Commodity
encashment encashment Futures/ Options at London Metal 89 14,161 39,913,064 1,792,495,700
(Funded) (Unfunded) (Funded) (Unfunded) Exchange (in Mt.) - USD (108) (25,100) (67,674,053) (3,428,367,512)
Current Service Cost 2,217,256 1,347,281 1,684,669 833,305 b). In respect of Foreign currency
Interest Cost 2,208,736 1,057,281 1,908,221 779,839 Forward contracts - buy contracts - USD 84 143,041,125 6,423,976,916
Expected return on plan assets (2,368,709) – (1,993,242) – (62) (146,327,135) (7,412,932,659)
Net Actuarial (gain) / loss 1,766,340 3,424,161 2,112,555 4,707,925 Forward contracts - sale contracts - EURO – – –
Net Cost 3,823,623 5,828,723 3,712,203 6,321,069 (1) (500,000) (33,714,000)
Currency Swap – EURO/USD – EURO 2 1,700,000 102,795,600
(10) (12,965,000) (874,204,020)
v) Actuarial Assumptions (Amount in Rupees)
Options-USD – – –
Gratuity Leave Gratuity Leave (1) (6,000,000) (303,960,000)
encashment encashment
(Funded) (Unfunded) (Funded) (Unfunded) II) All the derivative instruments entered by the Company
during the year were for hedging purpose and
Mortality Table (LIC) 1994-96 1994-96 1994-96 1994-96
not for any speculative purpose.
(Ultimate) (Ultimate) (Ultimate) (Ultimate)
III) Unhedged foreign currency exposure
Discount rate (per annum) 7.5% 7.5% 7.5% 7.5% as at 31st March, 2010
Expected rate of return on plan assets (per annum) 8% – 8% – In US $ - Payable (Net) 24,452,642 1,098,168,172
(25,427,656) (1,288,165,028)
Rate of escalation in salary (per annum) 5% 5% 5% 5%
In Euro - Payable (Net) 1,850,385 111,889,081
Attrition rate 2% 2% 2% 2%
(3,283,577) (221,405,012)
IV) Premium in case of forward contracts not expired – 44,357,855
vi) Broad Category of Plan Assets relating to Gratuity on a percentage of total Plan Assets and pertaining to the future period – (49,427,415)
Particulars 2009–10 2008–09 (Figures in bracket are for year ended 31.03.2009)
Percentage (%) Percentage (%)
7A. The Company has entered into non-speculative commodity forward contract in order to hedge its exposure to fluctuations in
Public Securities 0.93 0.73 the metal prices against requisite firm price sales contracts (received / to be received) for its conductor segment. The mark to
Special Deposit Schemes 11.61 9.11 market loss on such contracts, in accordance with the announcement dated March 28, 2008, issued by the Institute of Chartered
State Govt. Securities 0.47 0.37 Accountants of India, amounting to Rs. 400,027,218 as at March 31, 2010 (Rs. 1,713,236,466 as at March 31, 2009), has not
Private Sector Securities 87.00 68.33 been provided in the Accounts, as in the opinion of the management such loss is notional in nature and the said loss would get
Fixed Deposit with bank 0.00 7.28 extinguised on excecution of firm sale price orders corresponding to these commodity forward contracts.
Others (including bank balances) 0.00 14.18 8. The Company has an equity investment of Rs. 834,371,767 in Uniflex Cables Limited , a subsidiary company ("UCL"). UCL has
100.00 100.00 taken various steps to improve its productivity, debottlenecking of manufacturing facility, expansion of production line and
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotions markets, strengthening of managerial resources etc. and losses incurred by the UCL are reducing gradually. However, in view
and other relevant factors including supply and demand in the employment market. The above information is certified by the of the continuous loss and erosion of its net worth the Company has provided Rs. 555,538,198 in 2009 -2010 accounts for
independent actuary. impairment of equity investment in UCL as an Extraordinary item. The loans & advances and Debtors aggregating to
Rs. 800,240,013 (Previous Year Rs. 210,770,515) are considered good.
The expected rate of return on plan asset is determined considering several applicable factors, mainly the composition of plan
assets held, assessed risks, historical results of return on plan assets and the Company's policy for plan asset management. 9. Disclosure of significant leasing arrangements as required by Accounting Standard (AS) 19 'Leases' in respect of
machineries given on Operating lease to Uniflex Cables Limited (Amount in Rupees)
Particulars 2009–10 2008–09
i) Operating lease income recognised in the Profit and Loss Account 8,720,667 1,995,800
ii) Depreciation recognised in the Profit and Loss Account includes a charge on
account of assets given on operating lease. 3,245,454 203,432
iii) Future minimum lease income under non-cancellable agreements
Not later than one year 10,164,000 5,924,000
Later than one year and not later than five years 30,075,666 21,836,333
Later than five years – –

48 Apar Industries Limited Annual Report 2009-10 49

 Schedules annexed to and forming part of the Financial Statement Schedules annexed to and forming part of the Financial Statement

Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...)

iv) The following are the assets given on operating lease (Amount in Rupees) 11. The Compensation Committee of Directors (CCD) of the Company, at its meeting held on May 27, 2008 have granted
175,150 options at an exercise price of Rs. 207.05 per option to eligible employees/Directors. The above options will vest in
As at 31.03.2010 As at 31.03.2009
three installments (1/3rd each) on May 27, 2009, May 27, 2010 & May 27, 2011 respectively. As of date no employee has
Gross Block Accumulated Gross Block Accumulated
Depreciation Depreciation excercised any options. The Company has obtained in-principle approval for the listing of the entire 1,616,802 equity shares to
be issued and allotted on excercise of options as & when excercised under the scheme.
Machinery & Equipment 56,345,146 3,448,886 32,900,000 203,432
12. The exchange rate differences arising on purchases/vendor balances and those on account of sales/receivables have been grouped
v) Significant leasing arrangements under 'Raw Material Consumed' and 'Sales' respectively. Similarly exchange rate differences on other transactions have been
The agreements provide for early termination by the Company after giving six month's notice and restricted to sub-lease. shown under 'Other Expenses' or 'Other Income', as the case may be. The net exchange difference gain so grouped, for the year
Assets are given on lease for a period of five years. is Rs. 187,456,828 (Previous Year loss of Rs.1,290,049,119).

13. Related party disclosures

10. The Company's share of each of assets, liabilities, income and expenses etc. related to its interest in "Apar Chematek
A. List of Related Parties
Lubricants Limited" a 50:50 Joint Venture Company based on the audited financial statement are as under:
a) Subsidiary Companies:
(Amount in Rupees)
1) Petroleum Specialties Pte. Limited, Singapore
Particulars As at 31.03.2010 As at 31.03.2009 2) Power Oil Specialities Pte. FZE ,Sharjah
I. Assets 3) Quantum Apar Speciality Oil Pty. Ltd (Subsidiary of Petroleum Specialties Pte. Limited)
1. Fixed Assets 1,542,767 1,414,332 4) Uniflex Cables Limited
2. Investments – – 5) Marine Cables & Wires Private Limited (Subsidiary of Uniflex Cables Limited)
3. Deferred Tax (Liability)/ Asset (Net) (36,151) 13,092,116
b) Joint Venture Company:
4. Current Assets, Loans and Advances
Apar Chematek Lubricants Limited
a) Sundry Debtors 23,342,729 –
b) Cash and Bank Balances 3,451,029 1,935,764 c) Key Managerial Personnel:
c) Loans and Advances 13,646,816 3,338,966 Mr K. N. Desai - Managing Director
II Liabilities Mr C. N. Desai - Jt. Managing Director
1. Shareholders' Funds including Reserves and Surplus (32,893,792) (7,901,978) d) Chairman having significant influence:
2. Loans – (3,500,000) Dr N. D. Desai - Non executive Chairman
3. Current Liabilities and Provisions
e) Relatives of Key Managerial Personnel
a) Liabilities (8,124,068) (7,922,038)
Mrs Noopur Kushal Desai
b) Provisions (929,330) (457,161)
Mrs Vineeta R. Srivastava
(Amount in Rupees) Mr Rishabh K. Desai
Mrs Jinisha C. Desai
Particulars For the Year ended For the Year ended
Ms Gaurangi K. Desai
31.03.2010 31.03.2009
Mrs M. N. Desai
III Income Mr Rajeev Srivastava
1. Service income 95,242,596 3,349,621
Mr Devharsh C. Desai
2. Misc. Income 191,805 –
Ms Krishangi R. Srivastava
IV Expenses
Kum. Nikita C. Desai
1. Operating and other expenses (55,726,974) (34,413,502)
2. Depreciation (437,680) (295,420) f) Entities over which significant influence is exercised by key management personnel/individuals having significant
3. Interest (1,149,668) (280,377) influence:
4. Profit before taxation 38,120,080 (31,639,679) Apar Corporation Private Limited Kushal Chaitanya Desai Family Trust
5. Provision for taxation (including MAT, deferred taxation and fringe benefit tax) (13,128,267) 10,868,372 Scope Private Limited & its' subsidiaries, viz Chaitanya N. Desai Family Trust
6. Net profit 24,991,814 (20,771,307) a). Apar Investment ( Singapore ) Pte. Limited Catalis World Private Limited
V Other matters b). Apar Investment Inc. Apar Masat Conductors Limited
1. Contingent Liabilities – – Kushal N. Desai Family Trust Gayatri Associates
2. Capital Commitments – – Apar Technologies Private Limited

50 Apar Industries Limited Annual Report 2009-10 51

 Schedules annexed to and forming part of the Financial Statement Schedules annexed to and forming part of the Financial Statement

Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...)
B. Related Party Transactions v) Relatives of Key Managerial Personnel (Amount in Rupees)
i) Subsidiary Companies: (Amount in Rupees) Sr. No. Transactions 2009–10 2008–09
Sr. No. Transactions 2009–10 2008–09 1 Interest paid 7,461,317 7,840,803
1 Purchase of Raw Material 684,293,701 1,019,417,357 2 Dividends paid (payment basis) – 705,728
2 Sale of Finished goods/ Raw Material 442,869,559 293,706,724 3 Outstanding as on 31.03.2010
3 Sale of Capital goods 3,586,585 10,201,354 Loans and Deposits 143,725,000 81,460,000
4 Cost of Lease Assets 23,445,146 32,900,000
vi) Entities over which key management personnel/individual having significant influence
5 Lease Rent Received 8,720,667 1,995,800
6 Job work done for Subsidiary 4,833,698 779,856 Sr. No. Transactions 2009–10 2008–09
7 Job work done by Subsidiary 12,045,015 1,301,406 1 Interest Paid 3,049,408 3,973,080
8 Reimbursement received on Deputation of Manpower 10,000,000 6,568,722 2 Rent Paid 6,300,000 6,300,000
9 Reimbursement (received) of expenses 184,198 1,431,444 3 Dividends paid (payment basis) – 455,436
10 Interest from Uniflex Cables Ltd 43,493,307 20,839,233 4 Shareable expense received 961,352 –
11 Investment in shares – 440,238,138 5 Outstanding as on 31.03.2010
12 Guarantees given by the Company on behalf of Petroleum Loans and Deposits taken 42,328,157 42,662,305
Specialities PTE Ltd. & Uniflex Cables Ltd 1,923,650,000 1,604,620,000
13 Security Deposit received 1,600,000 – C. Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related
14 Interest on security deposit 86,575 – parties during the year
15 Service Charges paid 867,823 –
16 Commission paid 1,211,355 – Transactions 2009–10 2008–09
17 Balance outstanding as on 31.03.2010 i) Purchase of Raw Material
a) Payable to subsidiary for supply of raw materials, security deposit 12,349,864 36,030,821 – Petroleum Specialities Pte. Ltd 679,942,647 1,018,147,575
b) Receivable from subsidiary company for supply of raw material, ii) Sale of finished goods/ Raw materials
finished goods, capital goods and services 123,768,199 125,251,069 – Petroleum Specialities Pte. Ltd 124,665,670 57,531,795
c) Receivable from subsidiary company for advances given 710,295,330 134,204,021 – Quantum Apar Speciality pty. Ltd 41,541,571 43,920,034
– Poweroil Speciality Products FZE 34,958,028 10,617,874
– Uniflex Cables Ltd 241,704,290 181,637,022
ii) Joint Venture Company (Apar Chematek Lubricants Limited): iii Sale of capital goods
– Uniflex Cables Ltd 3,586,585 7,588,516
Sr. No. Transactions 2009–10 2008–09 – Marine Cables and Wires Private Limited – 2,091,513
1 Investment in shares – 12,912,500 iv) Lease Asset
2 Interest Received 2,299,335 560,754 – Uniflex Cables Ltd 23,445,146 32,900,000
3 Marketing fees 190,485,191 6,699,241 v) Lease Rental
4 Balance outstanding as on 31.03.2010 – Uniflex Cables Ltd 8,720,667 1,995,800
vi) Job work done for Subsidiary
Payable for Services 46,685,457 –
– Uniflex Cables Ltd 4,833,698 779,856
Receivable for advances given 371,431 19,486,440
vii) Job work done by Subsidiary
– Uniflex Cables Ltd 12,045,015 1,301,406
iii) Key managerial Personnel viii) Reimbursement (received) of expenses
Sr. No. Transactions 2009–10 2008–09 – Petroleum Specialities Pte. Ltd 184,198 1,431,444
– Uniflex Cables Ltd 10,000,000 6,568,722
1 Interest paid 17,257,679 8,565,457
ix) Interest Received
2 Directors' remuneration 26,830,230 5,992,497 – Uniflex Cables Ltd 43,493,307 20,839,233
3 Dividends paid (payment basis) – 50,702,644 – Apar Chematek Lubricants Limited 2,299,335 560,754
4 Outstanding as on 31.03.2010 x) Investment in Shares
Loans and Deposits payable 48,500,000 158,170,577 – Apar Chematek Lubricants Limited – 12,912,500
– Uniflex Cables Ltd. – 440,238,138
iv) Chairman having significant influence xi) Guarantees given by the Company on behalf of subsidiary companies
– Petroleum Specialities Pte. Ltd 673,650,000 354,620,000
Sr. No. Transactions 2009–10 2008–09
– Uniflex Cables Ltd. 1,250,000,000 1,250,000,000
1 Interest paid 4,979,916 1,936,287 xii) Interest paid
2 Director's commission 6,982,887 – – Dr. N. D. Desai 4,979,916 1,936,287
3 Legal and Professional Fees 4,600,000 4,600,000 – Kushal N. Desai 7,682,087 3,104,481
4 Sitting fees 110,000 90,000 – Chaitanya N. Desai 9,575,592 5,460,976
5 Dividends paid (payment basis) – 25,709,944 – Rishabh K. Desai 2,813,658 3,338,921
6 Outstanding as on 31.03.2010 – Vineeta R. Srivastava 3,431,671 2,907,080
Loans and Deposits payable 16,100,000 48,100,000 – Apar Corporation Private Limited 2,694,188 3,802,059

52 Apar Industries Limited Annual Report 2009-10 53

 Schedules annexed to and forming part of the Financial Statement Schedules annexed to and forming part of the Financial Statement

Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...)

C. Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related a. Business Segments (Contd.)
(Rupees in Lacs)
parties during the year (Contd...) (Amount in Rupees)
Conductor Transformer & Speciality Other Eliminations Total
2009–10 2008–09 Oils
xiii) Dividends paid (payment basis) 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
– Dr. N. D. Desai – 25,709,944 OTHER INFORMATION
– Kushal N. Desai – 25,518,916
Segment assets 56,966.39 65,028.72 85,018.84 96,309.50 143.08 109.50 – – 142,128.31 161,447.72
– Chaitanya N. Desai – 25,183,728
Unallocable Corporate
xiv) Legal & Professional Fees
and Other assets 16,196.47 13,631.34
– Dr. N. D. Desai 4,600,000 4,600,000
xv) Rent Paid Total Assets 158,324.78 175,079.06
– Apar Corporation Private Limited 6,300,000 6,300,000 Segment liabilities 44,642.28 58,839.58 71,996.78 79,067.45 1.08 – – – 116,640.14 137,907.03
xvi) Marketing fees Unallocate Corporate
– Apar Chematek Lubricants Limited 190,485,191 6,699,241 and other liabilities 2,812.50 612.67
xvii) Director Remuneration Total Liabilities 119,452.64 138,519.70
– Kushal N. Desai 13,358,944 2,983,588 Capital expenditure 309.97 1,421.83 475.32 554.27 – – – – 785.29 1,976.10
– Chaitanya N. Desai 13,471,286 3,008,909 Capital expenditure -
– Dr. N. D. Desai 6,982,887 – unallocable 240.37 442.65
Depreciation 720.67 666.73 295.53 273.50 – – – – 1,016.19 940.23
14. The Company's operations predominantly relate to manufacture of Conductors and Transformer/Speciality Oils which businesses Depreciation on -
have been identified as primary segments based on the Company's risk profile and internal reporting structure. unallocable 171.73 159.03
a. Business Segments Non-cash expenses other
(Rupees in Lacs)
than depreciation 35.84 87.29 12.81 19.75 – – – – 48.65 107.04
Particulars Conductor Transformer & Speciality Others Eliminations Total
Non-cash expenses other
Oils
than depreciation -
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
unallocable 177.47 66.98
REVENUE
External Sales 97,066.65 138,350.61 102,413.40 107,549.92 325.37 440.74 – – 199,805.43 246,341.27 b. Geographical Segments
Other Income 1,515.18 251.00 27.60 305.89 121.08 75.42 – – 1,663.86 632.30
i) Revenue by geographical Market: (Rupees in Lacs)
Inter-Segment Sales – – 74.16 187.53 – – (74.16) (187.53) – –
Total Revenue 98,581.83 138,601.60 102,515.16 108,043.34 446.45 516.16 (74.16) (187.53) 201,469.29 246,973.58 Conductor Transformer & Speciality Others Total
RESULT Oils
Segment result 6,010.25 9,759.81 8,795.37 (3,777.30) 62.87 49.29 – – 14,868.50 6,031.79 2009–10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
Unallocable Corporate/ Outside India 23,665.53 44,418.91 26,559.76 21,123.48 – – 50,225.29 65,542.39
Other expenses (net of In India* 73,401.12 93,931.70 75,853.64 86,426.44 325.37 440.74 149,580.14 180,798.88
miscellaneous income) (2,431.46) (2,064.80) Total 97,066.65 138,350.61 102,413.40 107,549.92 325.37 440.74 199,805.43 246,341.27
Operating Profit 12,437.04 3,966.99
Interest Expense (5,074.10) (7,357.45) *Include deemed exports Rs. 8,616.83 lacs (previous year Rs. 14,886.32 lacs).
Interest Income 3,118.11 4,232.55 ii) The Company's tangible fixed assets are located entirely in India.
Profit before taxes 10,481.05 842.10 iii) Carrying amount of Segment Assets: (Rupees in Lacs)
Income tax
Current tax (1,922.00) (2.00) Conductor Transformer & Speciality Others Unallocated Total
Minimum Alternate tax – (23.50) Oils
Minimum Alternate tax 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
credit entitlement – 23.50 Outside India 2,686.13 23,865.90 3,424.55 8,584.92 – – – – 6,110.68 32,450.82
Prior year tax – 35.11 In India 54,280.26 41,162.82 81,594.29 87,724.58 143.08 109.50 16,196.47 13,631.34 152,214.10 142,628.25
Deferred tax - Credit/ Total 56,966.39 65,028.72 85,018.84 96,309.50 143.08 109.50 16,196.47 13,631.34 158,324.78 175,079.06
(Charge) 54.62 (299.46)
Fringe Benefit Tax – (45.00) iv) The Company's fixed assets are located entirely in India.
Profit after tax and Segment Revenue and Result
before Extraordinary items 8,613.67 530.75 The expenses which are not directly attributable to the business segment are shown as unallocable corporate/other expenses
Extraordinary items (net) - (net of miscellaneous income)
Income/(Expenses) - Net
Segment assets and liabilities
of income tax (5,555.38) –
Segment assets include all operating assets used by the business segment and consist principally of fixed assets, debtors and
Profit after tax and
inventories. Segment liabilities primarily include creditors and other liabilities. Assets and liabilities that cannot be allocated
Extraordinary items 3,058.28 530.75
between the segments are shown as a part of unallocable corporate assets and liabilities respectively.

54 Apar Industries Limited Annual Report 2009-10 55

 Schedules annexed to and forming part of the Financial Statement Schedules annexed to and forming part of Notes to the Accounts for the year ended March 31, 2010

Schedule 22 NOTES TO THE FINANCIAL STATEMENTS (Contd...)

15. Particulars of earnings per share Schedule 23 ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956 (Contd...)
Sr. No. Particulars 2009-10 2008-09 Unit 2009-10 2008-09
1 Profit after tax and before extraordinary items - in Rs. 861,366,597 53,074,851 Quantity Quantity
2 Profit after tax and extraordinary items - in Rs. 305,828,399 53,074,851 i) Transformer Oils KL 5,463 3,821
3 Weighted Number of Equity Shares outstanding during the year 32,336,031 32,336,031 ii) Special Grade Pharmaceutical Oils KL 13 8
4 Nominal Value of Equity Shares in Rs. 10 10 iii) Other Specialities Oils KL 241 458
5 Earnings per share - in Rs. iv) Aluminium Rods suitable for further manufacture of ACSR/AAC MT 59,541 65,969
Basic & Diluted before extraordinary items 26.64 1.64 B) Other Specialities Oil manufactured by a third party on
Basic & Diluted after extraordinary items 9.46 1.64 behalf of the Company. KL 816 434
C) Processed by third parties -
16. For additional information required by Part II of Schedule VI to the Companies Act, 1956 see Schedule 23 annexed. i) Aluminium Wire Rods MT 2,124 2,925
17. Previous year figures have been regrouped, wherever necessary, to conform to current year's classification. ii) Aluminium Conductors MT 542 299

Schedules annexed to and forming part of Notes to the Accounts for the year ended March 31, 2010 d) In some of the classes of goods listed above, the licences are available in terms of more than one unit. In such cases, the quantitative
information is expressed in terms of the units in which the items are sold. Further, in the cases where the licensed capacity has
Schedule 23 ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956 also been shown in the units in which the goods are sold (alongwith the units in which the licence has been issued), the conversion
1. Information for class of goods manufactured during the year : has been relied on by the auditors without verification as this is a technical matter.
Licensed Actual e) Figures in brackets pertain to the previous year.
Capacity Installed Capacity Production Stock
(see notes (b) (see notes (a) and (see note Turnover
f) In respect of item (i) , the quantities stated against production, turnover and stock of goods produced are in KL, except one product
and (d) below) (b) below) (c) below) (Gross of excise) Opening Closing i.e. Flex Oil A-Super included under the head "Other Specialities Oils".
Class of Goods Unit Quantity No. of Quantity No. of Value Value Value
shifts shifts Quantity Rupees Quantity Rupees Quantity Rupees
2. Information for class of goods traded during the year
i) Transformer Oils MT 153,495* 1&3 337,351 1&3 117,582 111,378 4,500,997,236 1,230 59,739,103 1,971 87,063,960
(see note (f)) (102,892) (269,881) (105,646) (102,248) (6,170,997,689) (1,653) (65,040,706) (1,230) (59,739,103) Stock
** KL 182,000 for various Purchase Opening Closing Turnover
(122,000) types of oils Class of Goods Unit Quantity Value Quantity Value Quantity Value Quantity Value
covered in (i)
Rupees Rupees Rupees Rupees
and for other
Thermoplastic Elastomers MT 114 27,410,076 32 8,706,308 40 10,288,658 106 32,521,359
oils for which
the Company (56) (14,401,282) (29) (6,236,611) (32) (8,706,308) (53) (14,648,664)
is holding Lubricants MT 29 7,175,736 39 8,735,839 41 7,148,430 27 11,495,540
registration (46) (9,437,321) (21) (4,966,741) (39) (8,735,839) (29) (15,890,112)
Special Grade MT 70,844 * -do- 63,192 62,726 2,291,223,450 80 3,058,809 533 21,646,990 Vivatek MT 2,108 172,425,579 – – 579 51,322,830 1,529 130,273,835
Pharmaceutical Oils (66,627) (38,613) (39,993) (1,935,005,650) (1,468) (48,718,221) (80) (3,058,809)
– – – – – – – –
** KL 84,000
Conductors MT 446 154,674,843 – – – – 446 157,254,710
(79,000)
Other Specialities Oils MT 113,012 * -do- 68,626 68,121 3,858,538,043 2,070 202,612,486 2,334 169,206,194 (1,895) (362,327,804) – (1,895) (362,327,804)
(including R.P.Oils) (100,362) (54,835) (53,586) (3,389,408,565) (1,279) (75,007,565) (2,070) (202,612,486) Acrylonitrile MT – – – – – – – –
ii) AAC, AAAC and ACSR MT 102,000 3 97,097 3 76,887 75,075 8,636,706,463 1,374 137,137,174 3,186 334,807,842 (380) (29,020,448) (380) (29,425,680)
Conductors (102,000) (97,097) (88,289) (89,715) (12,600,073,369) (2,801) (304,799,747) (1,374) (137,137,174)
361,686,234 17,442,147, 68,759,918 331,545,444
iii) Aluminium
Total (415,186,855) (11,203,352) (17,442,147) (422,292,260)
rods suitable MT 96,000 3 74,988 3 63,399 3,858 442,917,119 $ $ $ $
for further (96,000) (74,988) (71,880) (5,911) (763,998,102) ($) ($) ($) ($)
Note:
manufacture of
ACSR/AAC/AAAC
Figures in brackets pertain to the previous year.
19,730,382,311 402,547,572 612,724,986
(24,859,483,374) (493,566,239) (402,547,572)

* Company's application for manufacture has been taken on record and registered by the concerned Government authorities.
** Equivalent to MT.
$ Opening and Closing Stock is included in work-in-process as the same is for captive consumption.

Notes:
a) Installed capacities are certified by Management of the Company and not verified by the auditors as this is a technical matter.
b) In cases where installed capacities exceed the licensed capacities, the Company's applications to the Government for regularisation
of the same have been accepted in part only or are pending with the Government.
c) Includes : (A) Conversion by the Company on customers' account, captive consumption, and sample for testing.

56 Apar Industries Limited Annual Report 2009-10 57

 Schedules annexed to and forming part of Notes to the Accounts for the year ended March 31, 2010 Schedules annexed to and forming part of Notes to the Accounts for the year ended March 31, 2010

Schedule 23 ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956 (Contd...) Schedule 23 ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956 (Contd...)

3. Consumption of raw materials and components 7. Remittance in Foreign Currency for Dividends: (Amount in Rupees)

2009-10 2008-09 2009-10 2008-09

Unit Quantity Rupees Quantity Rupees a) No. of shareholder 1 1
Non-ferrous metals MT 64,560 7,155,549,566 81,404 9,904,548,514 b) No. of shares held 4,294,637 4,594,637
Ferrous metals MT 16,930 731,239,609 19,317 865,021,965 c) Year of dividend 2008-09 2007-08
Chemicals MT 3,327 292,738,205 1,656 182,800,461 d) Amount remitted - Rs. – 18,378,548
Base Oils KL 244,374 7,258,715,288 194,581 9,760,374,366
8. Earnings in foreign exchange : (Amount in Rupees)
Others 28,941,686 8,064,363
Total 15,467,184,354 20,720,809,669 2009-10 2008-09
Claims and Commission received – 1,670,729
Note : Consumption includes handling losses and differences found on physical verification of stock.
Export of goods calculated on FOB basis 5,022,528,855 6,554,239,297
Deemed exports 861,682,540 1,488,632,489
Others (Freight, Insurance & Interest) 256,510,688 264,485,200
4. Consumption of raw materials and components (including cost of sales of raw materials, handling losses and differences
found on physical verification of stock) : Total 6,140,722,083 8,309,027,715

2009-10 2008-09 9. Consumption of stores and spare parts (including handling losses and differences found on physical verification of
% Rupees % Rupees stocks) :
Imported at landed cost (including duty and clearing
2009-10 2008-09
charges incurred in India) 64 9,874,040,307 72 14,835,872,592
% Rupees % Rupees
Indigenous 36 5,593,144,047 28 5,884,937,077
Imported at landed cost 5.97 3,561,806 2.23 1,685,723
Total 100 15,467,184,354 100 20,720,809,669
Indigenous 94.03 56,055,027 97.77 73,837,910
Note : Imports through canalising agencies and items of foreign origin purchased locally are shown as part of indigenous Total 100.00 59,616,833 100.00 75,523,633
consumption.
Note : Imports through canalising agencies and items of foreign origin purchased locally are shown as part of indigenous
5. Value of imports on CIF basis : consumption.
(Amount in Rupees)
2009-10 2008-09
10. Sale of raw materials and stores and spares :
Raw materials and Components 9,694,130,730 14,845,293,567
Stores and spare parts 3,561,806 2,765,593 2009-10 2008-09
Capital goods 20,109,471 23,234,916 Unit Quantity Rupees Unit Quantity Rupees
Total 9,717,802,007 14,871,294,076 Base Oils KL 5,522 188,170,341 KL 1,960 119,939,063
Ferrous metal &
Note : (i) Imports through canalising agencies and items of foreign origin purchased locally are excluded.
Non-ferrous metals MT 4,898 403,209,282 MT – –
Total 591,379,623 119,939,063
6. Expenditure in foreign currency on account of : (Amount in Rupees)
2009-10 2008-09
Professional Fees 6,579,343 2,769,253 Signatures to Schedules 1 to 23
Royalty 17,835,937 7,907,259
As per our report of even date attached
Interest and Bank charges 243,117,590 421,139,502
Commission & foreign Travel 73,005,605 71,087,180 For Price Waterhouse For and on behalf of the Board of Directors
Others 3,364,883 2,913,695 Chartered Accountants
Total 343,903,358 505,816,889 Firm Registration No.: 301112E

Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder

Partner Managing Director & Director Chief Financial Officer Company Secretary
Membership No. F 33220 Chief Executive Officer
Place : Mumbai
Dated : May 25, 2010

58 Apar Industries Limited Annual Report 2009-10 59

 Cash Flow Statement For the year ended March 31, 2010
(Amount in Rupees)
Balance Sheet Abstract and Company’s General Business Profile 2009-10 2008-09
(Part IV of Schedule VI of the Companies Act, 1956 (As amended)) CASH FLOW FROM OPERATING ACTIVITIES :
Profit before taxation, Exceptional Items and
1. Registration Details Extraordinary Items 1,070,716,400 101,611,827
Registration No. 1 2 8 0 2 State Code 0 4 Adjustments for:
Depreciation/Amortisation 118,791,962 109,925,885
Balance Sheet Date L91110GJ1989PLC012802 (Profit)/Loss on Sale of Fixed Assets(Net) (1,481,797) (3,700,692)
3 1 0 3 2 0 1 0 CIN No.
Unrealised exchange loss/(gain) (288,263,448) 897,679,073
Date Month Year Profit on sale of investment – (1,027,749)
Dividend on investments (2,441,745) (185,493)
Interest income (311,811,323) (423,255,307)
2. Capital Raised during the year (Amount in Rs Thousands)
Interest expense 507,409,939 735,744,753
Public Issue N I L Right Issue N I L 22,203,588 1,315,180,470
Operating profit before working capital changes in : 1,092,919,987 1,416,792,297
Bonus Issue N I L Private Placement N I L Trade and other receivables 1,028,503,930 (1,057,270,937)
Inventories (807,976,662) (300,000,468)
Trade and other payables (1,654,384,936) (1,433,857,668) 2,490,221,159 1,132,949,754
3. Position of Mobilisation and Deployment of Funds (Amount in Rs Thousands) Cash generated from/(used in) operations (340,937,680) 2,549,742,052
Taxes paid (including fringe benefit tax) (net of refunds) (166,966,074) (215,589,393)
Total Liabilities 3 8 8 7 2 1 4 Total Assets 3 8 8 7 2 1 4
Net cash from/(used in) operating activities (507,903,754) 2,334,152,659
CASH FLOW FROM INVESTING ACTIVITIES :
Sources of Funds
Purchase of Fixed Assets (102,565,695) (241,874,685)
Paid-up Capital 3 2 3 3 6 0 Secured Loans 5 7 4 5 4 7 Sale of Fixed Assets 3,761,470 9,358,465
Purchase of investments in
Reserves and Surplus 2 6 0 6 4 7 8 Unsecured Loans 3 0 2 5 0 9 – Uniflex Cables Ltd – (252,524,180)
– Apar Chematek Lubricants Ltd – (12,912,500)
Deferred Tax 8 0 3 2 0 Investment in Mutual fund (Net) – 4,831,659
Liability (Net)
Dividend received 2,441,745 185,493
Application of Funds Loan & Advances to Unilfex (Net) (576,219,625) (129,466,810)
Net Fixed Assets 1 2 0 8 7 5 5 Investments 3 1 7 5 0 8 Interest Received 295,926,638 (376,655,467) 449,991,104 (172,411,454)
Net cash from/(used in) investing activities (376,655,467) (172,411,454)
Net Current Assets 2 3 6 0 9 5 1 CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds/(repayments) from/of fixed deposits (net) 53,167,500 15,432,000
Proceeds/(repayments) from/of bank borrowings (net) 207,300,512 (439,517,886)
4. Performance of Company (Amount in Rs Thousands) Proceed/(repayments) from Short term borrowings (143,504,725) 172,983,918
Proceed/(repayments) of long term borrowings (9,078,951) 130,318,000
Turnover (net of excise) 2 0 1 4 6 9 2 9 Total Expenditure 1 9 6 5 4 3 6 2 Interest Paid (529,162,827) (746,066,387)
Dividend Paid – (129,726,993)
Profit before Tax 4 9 2 5 6 7 Profit after Tax 3 0 5 8 2 8 Tax on Dividends – (21,982,034)
Net cash from/(used in) financing activities (421,278,491) (1,018,559,382)
Earning Per Share in Rs 9 . 4 6 Dividend Rate % 5 0 Net Increase/(Decrease) in cash and cash equivalents (1,305,837,712) 1,143,181,823
Cash and cash equivalents at the beginning of year 5,996,982,699 4,853,800,877
Cash and cash equivalents at the end of year 4,691,144,987 5,996,982,699
5. Generic Names of three Principal Products / Services of Company (as per monetary terms)
Notes :
Product Description Item Code No. (ITC Code) 1) Previous year figures have been regrouped/restated wherever necessary to conform to the current year presentation.
Transformer & Speciality Oils 2 7 1 0 . 9 0 2) Refer Schedule 10 of financial statements for composition of cash and bank balances.
3) Cash and cash equivalents include margin money of Rs. 3,945,331,648 (Previous year Rs. 3,066,764,596) - Refer Note under Schedule
AAC/ACSR Conductors 7 6 1 4 . 9 0 10 ‘Cash and Bank Balances’.

As per our report of even date attached

For Price Waterhouse For and on behalf of the Board of Directors
For and on behalf of the Board of Directors Chartered Accountants
Firm Registration No.: 301112E

Kushal N. Desai H.N. Shah V. C. Diwadkar Sanjaya R. Kunder

Place : Mumbai Managing Director & Director Chief Financial Officer Company Secretary Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder
Partner Managing Director & Director Chief Financial Officer Company Secretary
Dated : May 25, 2010 Chief Executive Officer
Membership No. F 33220 Chief Executive Officer
Place : Mumbai
Dated : May 25, 2010

60 Apar Industries Limited Annual Report 2009-10 61

 Statement pursuant to Exemption received under Section 212 (8) of Consolidated Auditors’ Report
the Companies Act, 1956 relating to Subsidiary Companies for the year
ended March 31, 2010.
To the Board of Directors of
Sr. Particulars Petroleum Specialities Pte. Poweroil Speciality Quantum Apar Speciality Uniflex Cables Marine Cables
Apar Industries Limited
No. Limited, Singapore Products FZE, Oils Pty. Limited, Limited, India & Wires Private
1. We have audited the attached consolidated Balance Sheet of 5. The Company has not provided for a “mark-to-market” loss
Sharjah Australia Limited, India
Apar Industries Limited (the “Company”) and its subsidiaries on commodity forward/option contracts aggregating Rs.
In US$ In Rupees In AED In Rupees In AUD In Rupees In Rupees In Rupees and its jointly controlled entity; hereinafter referred to as the 400,027,218 as at March 31, 2010 as was required to be
a) Capital 59,101 2,643,645 150,000 1,967,274 300,000 10,294,085 249,803,660 9,469,000 “Group” (refer Note 5(a) and 5(b), Schedule 22 to the provided on grounds of prudence under the provisions of
b) Reserve 5,921,263 275,839,957 (451,537) (5,579,323) (139,537) (84,461) (295,975,760) (23,052,911) attached consolidated financial statements) as at March 31, Accounting Standard 1 “Disclosure of Accounting Policies”
c) Total Assets 8,338,100 384,367,147 1,419,334 17,411,782 3,148,722 133,938,786 1,968,607,060 61,703,454 2010, the related consolidated Profit and Loss Account and (Refer Note 4A, Schedule 22), for the reasons stated by the
d) Total Liabilities 2,357,736 105,883,545 1,720,870 21,023,831 2,988,259 123,729,162 2,014,779,160 75,287,365 the consolidated Cash Flow Statement for the year ended management in the said note. Consequently, without
e) Details of investment – – – – – – – – on that date annexed thereto, which we have signed under considering the tax effect, the profit for the year and
(Except in case of investment reference to this report. These consolidated financial reserves and surplus are overstated and current liabilities are
in Subsidiaries) statements are the responsibility of the Company’s understated by Rs. 400,027,218. Had the effect of the
f) Turnover 31,878,507 1,516,790,089 2,969,392 38,534,123 6,774,176 275,791,890 1,832,889,675 39,834,398 management. Our responsibility is to express an opinion on observation made by us been considered, the reported profit
g) Profit before taxation 2,756,485 134,697,134 (23,422) 110,214 248,095 28,690,483 (274,582,169) 6,626,838 these financial statements based on our audit. would turn into a loss for the year of Rs. 155,676,316 (as
h) Provision for taxation 471,433 22,453,647 – – 25,828 939,048 – 600,000 against the reported profit after tax and extraordinary items
2. We conducted our audit in accordance with the auditing
i) Profit after taxation 2,285,052 112,243,487 (23,422) 110,214 222,267 27,751,435 (274,582,169) 6,026,838 of Rs. 244,350,902), the reserves and surplus would have
standards generally accepted in India. Those Standards
j) Proposed dividend Nil Nil Nil Nil Nil Nil Nil Nil been Rs. 2,110,309,170 (as against the reported figure of
require that we plan and perform the audit to obtain
Rs. 2,510,336,388) and the current liabilities would have
As on 31.03.2010: 1 U.S. Dollar(USD) = Rs. 44.91, 1 United Arab Emirates Dirham(AED) = Rs. 12.26, 1 Australian Dollar(AUD) reasonable assurance about whether the financial
been Rs. 12,721,070,278 (as against the reported figure of
statements are free of material misstatement. An audit
= Rs. 41.41 Rs. 12,321,043,060).
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An 6. Based on our audit and on consideration of reports of other
audit also includes assessing the accounting principles used auditors on separate financial statements and on the other
and significant estimates made by management, as well as financial information of the components of the Group as
evaluating the overall financial statement presentation. We referred to above, and to the best of our information and
believe that our audit provides a reasonable basis for our according to the explanations given to us, in our opinion,
opinion. the attached consolidated financial statements, subject to
the effect on the financial statements of the matter referred
3. We did not audit the financial statements of three
to in the preceding paragraph, give a true and fair view in
subsidiaries and the jointly controlled entity included in the
conformity with the accounting principles generally
consolidated financial statements, which constitute total
accepted in India:
assets of Rs. 2,439,776,386 and net assets of
Rs. 1,055,419,592 as at March 31, 2010, total revenue of a) in the case of the consolidated Balance Sheet, of the
Rs. 2,863,382,499, net loss of Rs. 123,993,893 and net cash state of affairs of the Group as at March 31, 2010;
inflow amounting to Rs. 78,911,542 for the year then
b) in the case of the consolidated Profit and Loss Account,
ended. These financial statements and other financial
of the reported profit of the Group for the year ended on
information have been audited by other auditors whose
that date; and
reports have been furnished to us, and our opinion on the
consolidated financial statements to the extent they have c) in the case of the consolidated Cash Flow Statement, of
been derived from such financial statements is based solely the cash flows of the Group for the year ended on that
on the report of such other auditors. date.

4. We report that the consolidated financial statements have For Price Waterhouse
been prepared by the Company’s Management in Chartered Accountants
accordance with the requirements of Accounting Standard Firm Registration No.: 301112E
(AS) 21 - Consolidated Financial Statements, Accounting
Standard (AS) 23 - Accounting for Investments in Associates
in Consolidated Financial Statements and Accounting
Standard (AS) 27 - Financial Reporting of Interests in Joint Vilas Y. Rane
Ventures notified under sub-section 3C of Section 211 of Partner
the Companies Act, 1956. Mumbai, May 25, 2010 Membership No.: F 33220

62 Apar Industries Limited Annual Report 2009-10 63

 Consolidated Balance Sheet As at March 31, 2010 (Amount in Rupees)
Consolidated Profit and Loss Account For the year ended March 31, 2010 (Amount in Rupees)
Schedule As at 31.03.2010 As at 31.03.2009 Schedule 2009-2010 2008-2009
SOURCES OF FUNDS INCOME
Shareholders' Funds Sale of goods, services and related recoveries 15 24,168,855,270 28,754,860,021
Share Capital 1 323,360,310 323,360,310 Less: Excise Duty 1,813,405,631 2,384,262,874
22,355,449,639 26,370,597,147
Reserves and Surplus 2 2,510,336,388 2,476,262,828
Other income 16 160,000,638 62,264,885
2,833,696,698 2,799,623,138
22,515,450,277 26,432,862,032
Minority Interest 3,213,091 79,054,474
EXPENDITURE
Loan Funds Operating and other expenses 17 21,221,336,084 25,972,371,296
Secured loans 3 915,392,232 1,112,794,822 Decrease / (Increase) in stocks 18 (238,651,383) (104,524,971)
Unsecured loans 4 701,931,068 501,035,027 Depreciation 185,133,303 147,150,570
1,617,323,300 1,613,829,849 Interest and discounting charges (net) 19 331,989,283 412,498,989
Deferred taxation liability (Net) 5 71,895,177 63,289,750 21,499,807,287 26,427,495,884
4,526,128,266 4,555,797,211 Profit before Taxation and Exceptional Items 1,015,642,990 5,366,148
APPLICATION OF FUNDS Exceptional items 20 11,561,692 17,401,870
Profit before taxation 1,004,081,298 (12,035,722)
Goodwill on Consolidation 603,083,455 603,083,455
Provision for taxation:
Less : Provision for impairment (603,083,455) –
Current tax 215,053,646 12,471,246
– 603,083,455 Minimum alternate tax – 2,350,000
Fixed Assets 6 Minimum alternate tax credit entitlement – (2,350,000)
Gross block 3,090,566,782 2,794,019,409 Deferred tax - (credit)/charge 8,605,425 9,502,308
Less: Depreciation 1,304,623,655 1,125,847,500 Fringe benefit tax – 5,178,649
Net block 1,785,943,127 1,668,171,909 Prior period tax – (3,946,026)
Fixed Assets held for sale/ disposal 731,928 731,928 Wealth tax 200,000 200,000
Profit/(loss) After Taxation and before share of associate's loss 780,222,227 (35,441,899)
Capital work-in-progress/ advances 23,958,733 123,932,868
Share of Associate's net loss – (57,896,636)
1,810,633,788 1,792,836,705
Profit/(loss) before minority interest 780,222,227 (93,338,535)
Investments 7 227,240 227,240
Minority Interest (Profit)/Loss 67,212,130 40,115,629
Current Assets, Loans and Advances Profit/(loss) before Extraordinary items for the year 847,434,357 (53,222,906)
Inventories 8 4,391,829,763 3,635,226,489 Extraordinary items (net of tax) - Impairment of Goodwill (Refer Note 6 of Schedule 22) 603,083,455 –
Sundry debtors 9 4,243,229,290 5,132,571,074 Profit/(loss) after taxation & Extraordinary items for the year 244,350,902 (53,222,906)
Cash and bank balances 10 4,882,318,585 6,109,244,758 Balance of profit brought forward 980,319,528 1,033,542,434
Loans and advances 11 1,735,893,318 1,690,135,905 Amount available for appropriations 1,224,670,430 980,319,528
15,253,270,956 16,567,178,226 Appropriated as under:
Less: Current Liabilities and Provisions Transfer to general reserve (87,500,000) –
Proposed Dividend:
Current liabilities 12 12,321,043,060 14,399,237,143
On Equity Shares @ Rs. 5 per share (Previous year Rs. Nil per share) (161,680,155) –
Provisions 13 216,960,658 19,852,964
Tax on dividends (26,855,074) –
12,538,003,718 14,419,090,107 Balance Carried to Balance Sheet 948,635,201 980,319,528
Net Current Assets 2,715,267,238 2,148,088,119 Significant Accounting Policies 21
Miscellaneous expenditure (to the extent Notes to the Financial Statements 22
not written off or adjusted) 14 – 11,561,692 Earnings Per Share (Refer Note 11 of Schedule 22) face value of Rs.10
4,526,128,266 4,555,797,211 Basic & Diluted before extraordinary items 26.21 (1.65)
Significant Accounting Policies 21 Basic & Diluted after extraordinary items 7.56 (1.65)
Notes to the Financial Statements 22
Signatures to the Profit and Loss Account and Schedules 15 to 20, 21 to 22
Signatures to the Balance Sheet and Schedules 1 to 14, 21 to 22
As per our report of even date attached. As per our report of even date attached.

For Price Waterhouse For and on behalf of the Board of Directors For Price Waterhouse For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
Firm Registration No.: 301112E Firm Registration No.: 301112E

Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder
Partner Managing Director & Director Chief Financial Officer Company Secretary Partner Managing Director & Director Chief Financial Officer Company Secretary
Membership No. F 33220 Chief Executive Officer Membership No. F 33220 Chief Executive Officer
Place : Mumbai Place : Mumbai
Dated : May 25, 2010 Dated : May 25, 2010

64 Apar Industries Limited Annual Report 2009-10 65

 Schedules annexed to and forming part of the Consolidated Balance Sheet Schedules annexed to and forming part of the Consolidated Balance Sheet
(Amount in Rupees) (Amount in Rupees)
As at 31.03.2010 As at 31.03.2009 As at 31.03.2010 As at 31.03.2009

Schedule 1 SHARE CAPITAL Schedule 5 DEFERRED TAX LIABILITY (NET)

(A) Authorised : Deferred tax liability arising on account of timing difference in:
91,998,750 (91,998,750) Equity Shares of Rs.10 each 919,987,500 919,987,500 Book and Tax depreciation 109,980,856 110,945,744
919,987,500 919,987,500 Less: Deferred tax asset arising on account of timing differences in :
(B) Issued, Subscribed and Fully Paid Up : i) Provision for doubtful debts and advances 12,403,868 9,565,232
32,336,031 (32,336,031) Equity Shares of Rs.10 each fully paid 323,360,310 323,360,310 ii) Provision for gratuity and leave salary 6,490,728 5,762,797
Total 323,360,310 323,360,310 iii) Voluntary Retirement Scheme 2,290,269 1,714,008
iv) Expenses allowable on payment basis 8,476,083 8,121,911
Schedule 2 RESERVES AND SURPLUS v) Unabsorbed Depreciation 8,460,882 9,399,930
Capital Reserve 38,121,830 34,563,878
As per last balance sheet 4,950,746 4,950,746 Deferred tax (Asset)/Liability - Share of Joint Venture (net)
Capital Redemption Reserve (Refer Note 5(b), Schedule 22) (36,151) 13,092,116
As per last balance sheet 147,547,770 147,547,770 Total 71,895,177 63,289,750
Securities Premium Account
As per last balance sheet 588,520,277 588,520,277
Foreign Currency Translation Reserve (16,817,606) 4,924,507
General Reserve
Schedule 6 FIXED ASSETS
As per last balance sheet 750,000,000 750,000,000
GROSS BLOCK DEPRECIATION WRITTEN DOWN VALUE
Add :- Transfer from profit and loss account 87,500,000 –
As at Additions Deductions/ As at Upto Deductions/ For the Upto As at As at
837,500,000 750,000,000
01.04.2009 Adjustments 31.03.2010 31.3.2009 Adjustments year 31.03.2010 31.03.2010 31.03.2009

Surplus in profit and loss account 948,635,201 980,319,528 Land

Total 2,510,336,388 2,476,262,828 – Freehold 42,388,743 – – 42,388,743 – – – – 42,388,743 42,388,743
– Leasehold 47,203,031 34,569,882 – 81,772,913 7,322,972 – 713,936 8,036,908 73,736,005 39,880,059

Schedule 3 SECURED LOANS Buildings 511,798,428 61,323,515 – 573,121,943 114,766,528 – 22,659,230 137,425,758 435,696,185 397,031,900
Plant and Machinery 1,992,959,396 196,885,192 (8,928,522) 2,180,916,066 879,192,678 (4,907,153) 141,661,067 1,015,946,592 1,164,969,474 1,113,766,718
From Banks :
Furniture, fixture and 133,407,302 6,617,834 (349,401) 139,675,735 96,516,963 (133,162) 9,721,543 106,105,344 33,570,391 36,890,339
i) Cash Credit/Working Capital Demand Loans 606,653,183 482,476,822
equipments
ii) Term Loans 308,739,049 630,318,000
Motor Vehicles 37,707,373 6,436,402 (1,649,271) 42,494,504 20,815,468 (1,316,833) 4,613,143 24,111,778 18,382,726 16,891,905
Total 915,392,232 1,112,794,822
Intangible Asset 26,543,884 1,075,628 – 27,619,512 6,635,971 – 5,326,704 11,962,675 15,656,837 19,907,913
Notes: Share of Joint Venture 2,011,252 566,114 – 2,577,366 596,920 – 437,680 1,034,600 1,542,766 1,414,332
A) The Cash Credit/Working Capital Demand Loans/Pre-shipment Export Finance from banks are secured by: (Refer Note 5 (b),
i) Hypothecation of specified stocks, specified book debts of the Company and movable plant and machinery at Nalagarh Schedule 22)
Unit. 2,794,019,409 307,474,567 (10,927,194) 3,090,566,782 1,125,847,500 (6,357,148) 185,133,303 1,304,623,655 1,785,943,127 1,668,171,909
ii) first charge by way of equitable mortgage by deposit of title deeds of Company's specified immovables properties, both Previous year 1,469,149,726 1,352,620,167 (27,750,484) 2,794,019,409 395,694,923 (583,002,008) 147,150,570 1,125,847,500 1,668,171,909
present and future. Fixed Assets held for Sales/disposal (at estimated net realisable value - refer note (1) below) 731,928 731,928
iii) first charge by way of equitable mortgage by deposit of title deeds of certain immovables properties of Apar Corporation Capital work-in-progress/ Advances 23,958,733 123,932,868
Private Limited, a related party. 1,810,633,788 1,792,836,705

iv) Out of the above, an amount of Rs. 269,460,000 (Previous year Rs. NIL) is secured by lien on term deposit of Rs. 290,000,000.
Notes:
B) The term loan is secured by hypothecation of specific machineries acquired out of proceeds of the loan. The amount payable
1) Fixed Assets held for sale/disposal have been stated at lower of book value or net realisable value and include the following:
within a year Rs. 217,807,741 (Previous year Rs. 130,318,000).
I) Land & Building Rs. 231,928 (Previous Year Rs. 231,928)
Schedule 4 UNSECURED LOANS II) Plant & Machinery Rs. 500,000 (Previous Year Rs. 500,000)

Fixed Deposits*
a) From public 198,080,000 143,912,500
b) From directors 45,100,000 46,100,000
243,180,000 190,012,500
Loans from Directors (repayable at call) 269,500,000 160,170,577
Inter Corporate Deposits (repayable at call) 189,251,068 150,851,950
Total 701,931,068 501,035,027
*Repayable within one year Rs. 77,527,000 (Previous year Rs.118,966,500).

66 Apar Industries Limited Annual Report 2009-10 67

 Schedules annexed to and forming part of the Consolidated Balance Sheet Schedules annexed to and forming part of the Consolidated Balance Sheet
(Amount in Rupees) (Amount in Rupees)
As at 31.03.2010 As at 31.03.2009 As at 31.03.2010 As at 31.03.2009

Schedule 7 INVESTMENTS - (AT COST) Schedule 8 INVENTORIES

Long-term, unquoted, unless otherwise stated (At lower of cost and net realisable value)
A. Government of India Securities: Stores and spare parts 83,521,835 88,568,291
i) 6 Year National Savings Certificates 4,240 4,240 Raw materials and components # 3,067,334,502 2,544,336,154
ii) 12 Year National Defence Certificates 6,000 6,000 Work-in-progress 387,015,684 477,962,102
iii) 6 Year National Savings Certificates Finished goods * 853,957,742 524,359,941
(held as security by Government Departments) 7,000 7,000 Total 4,391,829,763 3,635,226,489
17,240 17,240 # Including Raw materials in transit Rs. 1,355,377,914 (Previous year Rs. 799,303,886)
B. Non Trade: * Including stock of traded goods Rs. 68,759,918 (Previous year Rs.17,442,147)
4,200 Shares (Previous year 4,200 shares) of
Natpur Co-operative Bank Limited of Rs. 50 each 210,000 210,000
Total 227,240 227,240
Schedule 9 SUNDRY DEBTORS
Aggregate book value of unquoted investments 227,240 227,240 Debts outstanding for a period exceeding six months
Aggregate book value of quoted investments – – Secured
Considered good 317,545 233,927
Aggregate market value of quoted investments – –
Unsecured
Considered good 610,098,639 803,371,575
Short term investment in liquid fund purchased and sold during the year Considered doubtful 38,983,204 41,991,828
Face Value Unit Value 649,399,388 845,597,330
(in Rs.) (in Numbers) (in Rs.) Other debts - Considered good
ING Liquid Fund Institutional-Daily Dividend Option 10 45,199,170 452,256,081 Secured 2,137,455 1,969,558
Unsecured 3,630,675,651 4,306,515,148
Reliance Liquid Fund-Treasury Plan- Institutional Option-Daily Dividend Option 10 69,267,380 1,154,621,503
3,632,813,106 4,308,484,706
ING Liquid Fund Super Institutional -Daily Dividend Option 10 116,508,873 1,165,602,921
Less: Provision for doubtful debts 38,983,204 21,510,962
Kotak Liquid (Institutional Premium) -Daily Dividend 10 25,770,437 315,123,479
Total 4,243,229,290 5,132,571,074
HDFC Liquid Fund Premium Plan-Daily Dividend Option Reinvest 10 86,805,737 997,555,444
Kotak Flexi Debt Scheme Institutional -Daily Dividend 10 7,970,046 80,079,039
Kotak Floter Short Term-Daily Dividend 10 6,773,942 72,528,048
Bharti Axa Liquid -Daily Dividend 10 2,256,970 22,512,390 Schedule 10 CASH AND BANK BALANCES
Reliance Liquid Fund-Daily Dividend -Institutional Option 10 7,714,387 130,047,106
Cash on hand 924,239 12,237,406
Reliance Liquid Fund-Daily Dividend -Retail Option 10 9,995 10,004,162 Cheques on hand 16,959,870 –
Reliance Money Manager Fund-Daily Dividend -Institutional Option 10 24,984 30,012,726 Fund in Transit 16,000,044 9,143,586
Kotak Floter Long Term-Daily Dividend 10 17,779,803 180,079,933 Balances with Scheduled Banks :
HDFC Cash Mang-Daily Div. 10 940,571 10,004,295 in current accounts 819,149,925 1,491,394,566
SBNP Ultra 10 747,478 7,502,435 in cash credit accounts – 1,441,985,757
SBNPP Ultra Fund-Daily Div. 10 747,443 7,502,086 in deposit accounts 80,250,117 85,531,370
in margin money accounts * 3,945,352,601 3,066,785,549
32D ICICI Prud.Daily Div 10 1,790,448 20,009,833
4,844,752,643 6,085,697,242
DWS Insta Cash Daily Div 10 242,721 2,500,264
Balances with Non-Scheduled Banks :
in current accounts** 230,760 230,760
Share of Joint Venture (Refer Note 5(b), Schedule 22) 3,451,029 1,935,764
Total 4,882,318,585 6,109,244,758

* Rs. 290,000,000 (Previous year Rs. Nil )under lien against working capital loans and balance against Letters of Credit for
Company's imports of raw material
** Maximum balance during the year Rs. 230,760 (Previous year Rs. 230,760).

68 Apar Industries Limited Annual Report 2009-10 69

 Schedules annexed to and forming part of the Consolidated Balance Sheet Schedules annexed to and forming part of the Consolidated Profit and Loss Account
(Amount in Rupees)
(Amount in Rupees) 2009–2010 2008–2009
As at 31.03.2010 As at 31.03.2009
Schedule 15 SALE OF GOODS, SERVICES AND RELATED
Schedule 11 LOANS AND ADVANCES RECOVERIES (NET OF EXCISE)
Unsecured, considered good, unless otherwise stated Sales 22,214,380,095 26,712,267,766
Advances recoverable in cash or in kind or for value to be received ** Less: Excise duty (1,813,405,631) (2,384,262,874)
Considered good 1,492,373,403 1,440,320,501 20,400,974,464 24,328,004,892
Considered doubtful – 8,275,000
Sale of traded goods 331,545,444 422,292,260
1,492,373,403 1,448,595,501
Sale of raw materials 591,379,623 119,939,063
Less:– Provision for doubtful advances – 8,275,000
Scrap sales 24,707,929 26,898,535
1,492,373,403 1,440,320,501
Balances with Excise Department : Export benefits 157,241,124 276,918,627
in current account 1,080,135 80,135 Rebate/refund of excise duty on deemed/physical exports 224,750,376 791,262,013
Advance payments of tax less provisions 162,508,427 196,878,070 Transport charges recovered 441,336,266 398,262,275
Interest accrued but not due on deposits/margin monies 66,284,537 49,518,233 Processing and other service charges 183,514,413 7,019,482
Share of Joint Venture (Refer Note 5(b), Schedule 22) 13,646,816 3,338,966 Total 22,355,449,639 26,370,597,147
Total 1,735,893,318 1,690,135,905
** Includes Rs. 3,975,095 being excise/custom duty paid under protest (Previous year Rs. 3,975,095)
** Includes Rs. 6,110,417 being sales tax paid under protest (Previous year Rs. 6,110,417) Schedule 16 OTHER INCOME
Commission – 1,806,212
Profit on sale/ disposal of fixed assets (Net) 1,354,911 3,841,950
Schedule 12 CURRENT LIABILITIES Provision for expenses no longer required/ sundry balances, written back 12,742,493 1,835,350
Exchange gain - Others (net) 107,842,237 –
Sundry creditors (Refer Note 3 of Schedule 22)
Profit on sale of short term investment in liquid fund – 1,027,749
– Total outstanding dues of Micro enterprises and small enterprises 22,512,241 37,017,709
– Total outstanding dues of other creditors 9,906,761,707 12,372,061,924 Dividend on short term investment in liquid fund 2,441,745 185,493
Other liabilities 2,333,474,550 1,927,644,737 Sundry Income 35,427,448 53,568,131
Book overdraft 17,892,568 3,757,986 Share of Joint Venture (Refer Note 5(b), Schedule 22) 191,805 –
Interest accrued but not due on loans 32,277,926 50,832,749 Total 160,000,638 62,264,885
Share of Joint Venture (Refer Note 5(b), Schedule 22) 8,124,068 7,922,038
Total 12,321,043,060 14,399,237,143
Schedule 17 OPERATING AND OTHER EXPENSES
Raw materials and components consumed * 17,242,260,048 22,177,311,868
Schedule 13 PROVISIONS
Purchase of traded goods 361,686,233 415,186,855
Gratuity - In respect of Directors 2,273,058 1,926,076 Excise duty adjustment of finished goods stock 12,744,829 8,685,263
- Balance liability to the Employees Gratuity Fund 5,719,313 2,801,292 Power, electricity and fuel 316,604,086 316,676,521
Accumulated and unavailed leave 19,503,728 14,668,435 Stores, spare parts ** 85,335,801 84,309,630
Proposed dividend 161,680,155 – Packing Material 804,273,863 741,036,842
Tax on proposed dividend 26,855,074 – Storage charges 52,747,726 68,008,023
Share of Joint Venture (Refer Note 5(b), Schedule 22) 929,330 457,161 Processing charges, Fabrication & Labour Charges 198,261,111 178,382,652
Total 216,960,658 19,852,964 Repairs and maintenance :
Buildings 5,600,522 2,765,798
Plant and machinery 23,316,162 18,798,998
Schedule 14 MISCELLANEOUS EXPENDITURE (to the extent not written off or adjusted) Others 13,387,771 11,842,728
Voluntary Retirement Compensation 42,304,455 33,407,524
Opening Balance 11,561,692 28,963,562 Insurance 36,278,859 34,831,536
Add: Incurred during the year – – Rent 17,647,207 12,181,363
Less: Amortized during the year (11,561,692) (17,401,870) Rates and taxes 37,563,057 10,743,230
– 11,561,692 Payment to and provision for employees :
Total – 11,561,692 Salaries, wages and bonus 278,108,189 215,146,937
Contribution to provident and other funds 27,353,732 20,894,563
Provision for gratuity in respect of directors 346,982 349,438
Workmen and staff welfare expenses 14,782,431 19,408,880
320,591,334 255,799,818

70 Apar Industries Limited Annual Report 2009-10 71

 Schedules annexed to and forming part of the Consolidated Profit and Loss Account Schedules annexed to and forming part of the Consolidated Financial Statement
(Amount in Rupees)
2009–2010 2008–2009 Schedule 21 SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Preparation of financial statements:
Schedule 17 OPERATING AND OTHER EXPENSES (Contd...)
The financial statements are prepared on accrual basis under the historical cost convention and comply in all material aspects
Directors' sitting fees 684,500 624,196
with the generally accepted accounting principles in India, the Accounting Standards prescribed under section 211 (3C) of
Commission to Chairman, Managing Director
Companies Act,1956 and the applicable provisions thereof.
and Joint Managing Director 20,948,661 –
Lease rentals 1,344,900 1,338,300 2. Use of estimates:
Freight outward 724,478,917 805,036,176 The preparation of financial statements is in conformity with generally accepted accounting principles (“GAAP”) which requires
Commission on sales 106,644,526 113,680,839 the management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities
Discounts and rebates 67,805,824 41,597,319 and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates.
Advertisement expenses 1,280,738 2,348,669 Any revision to accounting estimates is recognized prospectively in current and future periods.
Donations 2,757,500 259,500 3. Significant accounting policies:
Legal and Professional fees 51,381,377 53,871,530 A) Basis of preparation and principles of consolidation:
Royalty 62,949,838 59,980,689 The Consolidated Financial Statements relate to Apar Industries Limited (the Company) and its subsidiary companies viz.
Marketing fees 95,242,595 6,699,241 Poweroil Speciality Products FZE, a company incorporated in Sharjah, Uniflex Cables Limited, a Company incorporated in India
Miscellaneous expenses 210,153,310 196,222,390 and its downstream subsidiary Marine Cables and Wires Private Limited, Petroleum Specialities Pte. Ltd., a company
Bad debts and advances written off 13,223,848 (579,876) incorporated in Singapore and its downstream subsidiary viz. Quantum Apar Speciality Oils Pty. Ltd., a company incorporated
Less: Provision for doubtful debts/advances utilised (9,275,000) – in Australia. It also includes 50% share in Apar Chematek Lubricants Ltd., a company incorporated in India, 50:50 Joint
3,948,848 (579,876) Venture with Chematek S.p.A Italy (hereinafter referred to as the ‘Group’).
Provision for doubtful debts / advances 27,752,380 16,114,073
Bank charges and commission 259,936,587 214,616,302 The Consolidated Financial Statements have been prepared on the following basis:
Exchange loss - others (net) – 89,587,321 i) Subsidiaries
Share of Joint Venture (Refer Note 5(b), Schedule 22) 55,726,974 34,413,502 The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by
Total 21,221,336,084 25,972,371,296 adding together the book values of like items of assets, liabilities, incomes and expenses, after eliminating intra group
* includes gain on derivative contract Rs. NIL (Previous year gain of Rs. 34,531,629). balances, intra group transactions and also resulting unrealized profits or losses. The consolidation procedures are in
** include stores and spares consumed for repairs and maintenance of plant and machinery, not separately ascertained. accordance with the requirements of Accounting Standard 21 – ‘Consolidated Financial Statements’, notified by the
Companies Accounting Standard Rules, 2006.

Schedule 18 DECREASE/(INCREASE) IN STOCKS The excess of the cost to the Company of its investment in Subsidiary / Associate companies over its share of the equity
of the subsidiary companies at the dates on which the investments in the subsidiary companies are made, is recognized
Opening stock of finished goods, work-in-progress and scrap 1,002,322,043 730,140,116 as ‘Goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share of equity in the
Opening stock of Subsidiary acquired during the year – 167,656,956 Subsidiary / Associates companies as on the date of investment is in excess of cost of investment of the Company, it is
Closing stock of finished goods, work-in-progress and scrap 1,240,973,426 1,002,322,043 recognized as ‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’, in the consolidated financial
Total (238,651,383) (104,524,971) statements.
Minority interests in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the
minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and
Schedule 19 INTEREST AND DISCOUNTING CHARGES (NET)
further movements in their share in the equity, subsequent to the dates of investments.
On loans for fixed periods 100,162,272 32,437,327
In case of foreign subsidiaries, revenue items are consolidated at the average exchange rates that prevailed during each
On other loans / facilities 508,639,976 791,874,572
month of the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Exchange gains
608,802,248 824,311,899
Less: Interest earned- gross (tax deducted at source Rs. 61,106,411) and losses arising on conversion are recognized in the Exchange fluctuation reserve. The financial statements of the
(Previous year Rs.88,389,727) Subsidiary /Joint Venture considered for consolidation are drawn up to the same reporting date as that of the Company.
On bank deposits * (265,943,393) (349,707,272) The Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other
Others (10,869,572) (62,105,638) events in similar circumstances and are presented to the extent possible, in the same manner as the Company’s stand
(276,812,965) (411,812,910) alone financial statements.
Total 331,989,283 412,498,989
ii) Joint Venture
* On deposits under lien against working capital and margin monies held against letters of credit for Company's import of raw Interest in a jointly controlled entity is accounted using proportionate consolidation method.
materials.
iii) Investment in Associates
Investments in entities in which the parent company or any of its subsidiaries has significant influence but not a controlling
Schedule 20 EXCEPTIONAL ITEMS interest, are reported according to the equity method i.e. investment is initially recorded at cost, identifying any goodwill
arising at the time of acquisition. The carrying amount of investment is adjusted thereafter for the post acquisition
Amortisation of Voluntary Retirement Scheme compensation 11,561,692 17,401,870
change in the investor’s share of net assets of the investee. The consolidated profit and loss account includes the investor’s
Total 11,561,692 17,401,870
share of the results of the operations of the investee.
B) Fixed assets, Depreciation and Amortization:
i) Fixed assets are stated at cost of acquisition / construction (net of CENVAT) less accumulated depreciation. Cost includes

72 Apar Industries Limited Annual Report 2009-10 73

 Schedules annexed to and forming part of the Consolidated Financial Statement
Schedule 21 SIGNIFICANT ACCOUNTING POLICIES (Contd...)
purchase price and other costs attributable to acquisition / construction of fixed assets.
ii) Depreciation on assets is provided at the rates and in the manner prescribed under Schedule XIV of the Companies Act,
1956 (except as stated in (iii) below):
a) in respect of assets of Uniflex Cables Limited on straight line method, and;
b) in respect of assets of other Divisions, on written down value method except in respect of building and plant and
machinery purchased after 30.4.1987, which are depreciated on straight line method.
c) Capital Expenditure in respect of which ownership does not vest with the Company is amortized over a period of five
years. Leasehold land is amortized over the period of lease.
d) Certain items of plant and machinery which have been considered to be continuous process plant by the management
are depreciated at the prescribed rates.
iii) In the cases where the estimated useful life of the asset is less as compared to useful life estimated in Schedule XIV of
the Companies Act, 1956, such assets are depreciated at rates higher than those prescribed under Schedule XIV of the
Companies Act, 1956.
Asset Rate
Factory building at Nalagarh Over the lease period
iv) In respect of assets costing less than Rs. 5,000 each and temporary structures, 100% depreciation is provided in the year
of addition.
v) Borrowing costs attributable to acquisition/construction of qualifying assets within the meaning of the accounting
standard 16 on “borrowing costs” are capitalised as a part of the cost of fixed assets.
vi) Pre-operation expenses including trial run expenses (net of revenue) are capitalized.
C) Impairment of assets:
The Group assess, at each balance sheet date, whether there is any indication of impairment of the carrying amount of the
Group’s assets. An impairment loss is recognized in the profit and loss account wherever the carrying amount of the assets
exceeds its estimated recoverable amount. The recoverable amount is greater of the net selling price and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value, based on an appropriate
discounting factor. Impairment losses are recognized in the profit and loss account. The impairment loss recognized in prior
accounting period is reversed if there has been change in recoverable amount.
D) Investments:
Investments other than in subsidiaries, Joint Ventures and Associates have been accounted as per Accounting Standard (AS)
13 “Accounting for Investments”.
E) Inventories :
Inventories are valued at standard cost basis except of a subsidiary Uniflex Cables Limited where it is valued on FIFO basis.
As on 31.03.2010, Uniflex Cables Limited is carrying 12% of Group inventories. Inventories are valued at lower of cost and
net realisable value (cost of finished goods includes material cost, cost of labour and attributable manufacturing overheads)
on the basis of full absorption costing. Cost of materials is arrived at on weighted average basis. Inventory of scrap is valued
at estimated realisable value. Inventories of Finished Goods include excise duty as applicable.
F) Government Grants:
i) Government grants are recognised in the financial statements when they are received and there is reasonable assurance
that the Company will comply with the conditions attached to them.
ii) Government grants, which are in the nature of refundable interest free loans received from government/semi-government
authorities, are credited to secured/unsecured loans.
iii) Government grants which are in the nature of subsidies received from government/semi-government authorities and
which are non-refundable are credited to reserves.
G) Employee stock options:
In respect of the employee stock options, the excess of fair price on the date of grant over the exercise price is recognized
as deferred compensation cost amortized over vesting period.
74 Apar Industries Limited
Schedules annexed to and forming part of the Consolidated Financial Statement
Schedule 21 SIGNIFICANT ACCOUNTING POLICIES (Contd...)
H) Voluntary Retirement Schemes:
Compensations paid under voluntary retirement schemes are amortized over a period not exceeding 5 years, up to 31st
March,2010.
I) Enterprise Resource Planning Cost:
Cost of implementation of ERP Software including all related direct expenditure is amortized over a period of 5 years on
successful implementation.
J) Share Issue Expenses:
Share issue expenses are written off against share premium account if any or amortized over a period of 5 years.
K) Revenue recognition:
i) Sale of goods is recognised on despatch to customers and on date of shipment in case of exports. Sales exclude amounts
recovered towards sales tax and excise duty and is net of returns.
ii) Price variation claims are accounted in accordance with the terms of contract and/or upon admittance by customers.
iii) Dividend income on investment is recognised when the right to receive payment is established.
iv) In respect of service activities, income is recognised as and when services are rendered.
L) Post-employment benefits:
Defined Contribution Plans: In respect of the Company’s provident fund scheme, the Company makes specified monthly
contributions towards employee provident fund directly to the Government under the Employees Provident Fund Act, 1952
and is not obliged to bear the shortfall, if any, between the return on investments made by the Government from the
contributions and the return on notified interest rate. In respect of the Company’s approved superannuation scheme, the
Company makes specified contributions to the superannuation fund administered by the Company and the return on
investments is adequate to cover the commitments under the scheme. The Company’s contribution paid/payable under
these schemes is recognized as expense in the profit and loss account during the period in which the employee renders the
related service.
Defined Benefit Plans: In respect of the Company’s gratuity and leave wages schemes, the present value of the obligation
under such scheme is determined based on actuarial valuation using the Projected Unit Credit Method. The discount rates
used for determining the present value of the obligation is based on the market yields on Government securities as at the
balance sheet date. Actuarial gains and losses are recognized immediately in the Profit & Loss Account. Long term
compensated absences are provided for based on actuarial valuation, made at the year end, by independent actuaries.
M) Translation of foreign currency :
i) The Group translates foreign currency transactions during the year, at the conversion rates prevailing on transaction
dates.
ii) Monetary items remaining unsettled at the year end are translated/reported at the year end rate. Exchange differences
arising on such revaluation are recognised in the Profit and Loss Account.
iii) Non-Monetary items (other than fixed assets) are reported at the exchange rate at which they are accounted.
iv) In case of forward contracts, premium on the forward contracts is recognized as income or expense over the life of the
contract.
N) Hedging transactions (Metals):
All gains or losses in respect of hedging transactions are recognised in the financial statements on settlement/squaring off.
Commission etc. in respect of such transactions is accounted on accrual basis.
O) Export benefits/Incentives:
The Group accounts for excise duty rebate on deemed and physical exports and duty entitlements/focus benefits on physical
exports on accrual basis. Premium on special import licence is credited in the accounts as and when realised. The benefits
in the form of entitlements to Advance Licenses for duty free import of raw materials in respect of exports made are accounted
when such imports are made.
P) Claims against the Group not acknowledged as debts:
The demands under disputed showcause notices / orders of statutory authorities are provided in the accounts on the basis
of management's estimate and the balance, if any are included in contingent liability.
Annual Report 2009-10 75
 Schedules annexed to and forming part of the Consolidated Financial Statement Schedules annexed to and forming part of the Consolidated Financial Statement
Schedule 21 SIGNIFICANT ACCOUNTING POLICIES (Contd...) Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd...)

Q) Taxes on income: 4. I) Category wise quantitative data about derivative instruments outstanding as at March 31, 2010
Provision for taxation is made for both current and deferred taxes. Provision for current tax is made, at current rate of tax,
based on assessable income. Deferred tax resulting from timing differences between the book profits and the tax profits is Type of Instrument Nos. Mt. Amount $/Euro Amount INR
accounted for to the extent that the timing differences are expected to crystallize. a). In respect of Commodity
Deferred tax assets are not recognised on unabsorbed depreciation and carry forward losses unless there is virtual certainty Futures/ Options at London Metal 89 14,161 39,913,064 1,792,495,700
that sufficient future taxable income will be available against which such deferred tax assets will be realized. Exchange (in Mt.) - USD (108) (25,100) (67,674,053) (3,428,367,512)
b). In respect of Foreign currency
R) Provision for contingencies: Forward contracts - buy contracts - USD 84 143,041,125 6,423,976,916
A provision is recognized when there is a present obligation as a result of a past event, it is probable that an outflow of (62) (146,327,135) (7,412,932,659)
resources will be required to settle the obligation and in respect of which reliable estimates can be made. Disclosure of Forward contracts - sale contracts - EURO – – –
contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require (1) (500,000) (33,714,000)
an outflow of resources. When likelihood of such outflow is remote, no provision or disclosure is made. Provision arising from Currency Swap – EURO/USD – EURO 2 1,700,000 102,795,600
litigations, assessments by statutory authorities, etc. is made when the Group, based on legal advise, wherever necessary (10) (12,965,000) (874,204,020)
estimates that the liability has been incurred and the amount can be reasonably estimated. Options – USD – – –
(1) (6,000,000) (303,960,000)
Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amount in Rupees) II) All the derivative instruments entered by the Group
As at 31.03.2010 As at 31.03.2009 during the year were for hedging purpose and
1. Contingent liabilities not provided for : not for any speculative purpose.
a) Bills of exchange discounted 1,311,439,622 1,584,082,553 III) Unhedged foreign currency
b) Taxation: exposure as at 31st March, 2010
Disputed demands of income tax 17,640,853 17,851,595 In US $ - Payable (Net) 29,887,032 1,342,226,627
c) Claims against the Group not acknowledged as debts - (27,458,986) (1,399,939,808)
i) Demand/ Show cause-cum-demand notices received and contested In Euro - Payable (Net) 1,850,385 111,889,081
by the Group with the relevant appellate authorities: (3,283,577) (221,405,012)
Excise Duty (also refer item (iii) below) 38,334,056 16,819,156 IV) Premium in case of forward contracts not expired 44,357,855
Service Tax 1,984,896 1,984,896 and pertaining to the future period (49,427,415)
Custom duty 65,321,089 65,321,089 (Figures in bracket are for year ended 31.03.2009)
Sales tax 56,012,976 59,080,673
ii) Arbitration award regarding dispute of alleged contractual non performance 4A.The Company has entered into non-speculative commodity forward contract in order to hedge its exposure to fluctuations in
by the Company, against which the Company is in appeal before the metal prices against requisite firm price sales contracts (received / to be received) for its conductor segment. The mark to
Bombay High Court. 65,631,906 61,048,671 market loss on such contracts, in accordance with the announcement dated March 28, 2008, issued by the Institute of Chartered
iii) Interest on delayed payment of Excise duty, (which duty payment was revenue Accountants of India, amounting to Rs. 400,027,218 as at March 31, 2010 (Rs. 1,713,236,466 as at March 31, 2009), has not
neutral) on certain Deemed Exports as per settlement commission's order been provided in the Accounts, as in the opinion of the management such loss is notional in nature and the said loss would get
against which the Company is in appeal before Bombay High Court. 44,507,841 44,507,841 extinguished on execution of firm sale price orders corresponding to these commodity forward contracts.
iv) Demand/ charges levied by the Local Authorities – 2,000,000 5. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) - "Consolidated
v) Labour matters 16,621,439 16,621,439 Financial Statements" and Accounting Standard 27 (AS 27) - "Financial Reporting of Interest in Joint Ventures" notified by
vi) Others 46,796,910 46,796,910
Companies (Accounting Standards) Rules, 2006.

As at 31.03.2010 As at 31.03.2009 a) The subsidiaries (which along wih Apar Industries Limited, the parent, constitute the Group) considered in the consolidated
financial statements are:
2. Estimated amount of contracts remaining to be
executed on capital account and not provided for (Net of advances) 10,371,364 21,432,318 Name of the Company Country of % voting power % voting power
Incorporation held as on held as on
3. Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 are given as follows: March 31, 2010 March 31, 2009
(Amount in Rupees)
Petroleum Specialities PTE Ltd. Singapore 100 100
2009-10 2008-09
Quantum Apar Speciality Oils Pty Ltd -
a) i) Delayed payments due - Principal amount 96,035 1,537,851 (Subsidiary of Petroleum Specialities PTE Ltd.) Australia 65 65
ii) Interest due on the above 1,178 18,251 Poweroil Speciality Products FZE U.A.E 100 100
b) Total interest paid on all delayed payments during Uniflex Cables Limited India 65.47 65.47
the year under the provision of the Act – – Marine Cables & Wires Private Limited
c) Interest due on principal amounts paid beyond the due date during the year but (100% subsidiary of Uniflex Cables Limited) India 65.47 65.47
without the interest amounts under this Act 18,251 1,390
d) Interest accrued but not due – –
e) Total interest due but not paid 1,178 18,251

76 Apar Industries Limited Annual Report 2009-10 77

 Schedules annexed to and forming part of the Consolidated Financial Statement Schedules annexed to and forming part of the Consolidated Financial Statement

Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd...)

b) Interests in Joint Ventures 6. The Company has Goodwill of Rs. 603,083,455 on account of acquisition of Uniflex Cables Limited (UCL). The Company has taken
The Group’s interests in jointly controlled entity (incorporated Joint Venture) is: various steps in area of its productivity, debottlenecking of manufacturing facility, expansion of production line and market,
Name of the Company Country of % of ownership % of ownership strengthening of managerial resources etc. and losses incurred by the UCL are reducing gradually. However, in view of the
Incorporation interest as at interest as at continuous loss and erosion of its net worth, the Company has provided Rs. 603,083,455 in the 2009 -2010 Accounts as
March 31, 2010 March 31, 2009 impairment.
Apar Chematek Lubricants Limited India 50 50 7. The Compensation Committee of Directors (CCD) of the Company, at its meeting held on May 27, 2008 have granted 175,150
options at an exercise price of Rs. 207.05 per option to eligible employees/Directors. The above options will vest in three
(Amount in Rupees) installments (1/3rd each) on May 27, 2009, May 27, 2010 & May 27, 2011 respectively. As of date no employee has excercised
Particulars As at 31.03.2010 As at 31.03.2009 any options. The Company has obtained in-principal approval for the listing of the entire 1,616,802 equity shares to be issued
I. Assets and allotted on excercise of options as & when excercised under the scheme.
1. Fixed Assets 1,542,767 1,414,332 8. The exchange rate differences arising on purchases/vendor balances and those on account of sales/receivables have been grouped
2. Investments – – under 'Raw Material Consumed' and 'Sales' respectively. Similarly exchange rate differences on other transactions have been
3. Deferred Tax (Liability)/ Asset (Net) (36,151) 13,092,116 shown under 'Other Expenses' or 'Other Income', as the case may be. The net exchange difference gain so grouped, for the year
4. Current Assets, Loans and Advances is Rs. 241,883,140 (Previous Year loss of Rs.1,344,055,153).
a) Sundry Debtors 23,342,729 –
b) Cash and Bank Balances 3,451,029 1,935,764 9. Related party disclosures
c) Loans and Advances 13,646,816 3,338,966 A. List of Related Parties
II Liabilities a) Joint Venture Company:
1. Shareholders' Funds including Reserves and Surplus (32,893,792) (7,901,978) Apar Chematek Lubricants Limited
2. Loans – (3,500,000) b) Key Managerial Personnel:
3. Current Liabilities and Provisions Mr. K. N. Desai - Managing Director
a) Liabilities (8,124,068) (7,922,038) Mr. C. N. Desai - Jt. Managing Director
b) Provisions (929,330) (457,161) Mr. G. Sudhakar - Director - Petroleum Specialities PTE. Limited
Mr. Bijay Singh Baid - Ex-Chairman & Managing Director - Uniflex Cables Limited
Mr. Jay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited
(Amount in Rupees)
Mr. Ajay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited
Particulars For the year ended For the year ended
Mr. Sanjay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited
31.03.2010 31.03.2009
Mr. V. K. Bajaj - Chief Operating Officer - Uniflex Cables Limited
III Income Mr. Vinay Kumar Baid - Ex-Director - Marine Cables & Wires Private Limited
1. Service income 95,242,596 3,349,621 c) Chairman having significant influence:
2. Misc. Income 191,805 –
Dr N. D. Desai - Non executive Chairman
IV Expenses
d) Relatives of Key Managerial Personnel
1. Operating and other expenses (55,726,974) (34,413,502)
Mrs. Noopur Kushal Desai
2. Depreciation (437,680) (295,420)
3. Interest (1,149,668) (280,377) Mrs. Vineeta R. Srivastava
4. Profit before taxation 38,120,080 (31,639,679) Mr. Rishabh K. Desai
5. Provision for taxation (including MAT, MAT Credit entitlement, deferred Mrs. Jinisha C. Desai
taxation and fringe benefit tax) (13,128,267) 10,868,372 Ms. Gaurangi K. Desai
6. Net profit 24,991,814 (20,771,307) Mrs. M. N. Desai
V Other matters Mr. Rajeev Srivastava
1. Contingent Liabilities – – Mr. Devharsh C. Desai
2. Capital Commitments – – Ms. Krishangi R. Srivastava
e) Entities over which significant influence is exercised by key management personnel/individuals having significant
influence:
Apar Corporation Private Limited Kushal Chaitanya Desai Family Trust
Scope Private Limited & its' subsidiaries, viz Chaitanya N. Desai Family Trust
a) Apar Investment (Singapore) Pte. Limited Catalis World Private Limited
b) Apar Investment Inc. Apar Masat Conductors Limited
Kushal N. Desai Family Trust Gayatri Associates
Apar Technologies Pte. Limited, Singapore Apar Technologies Private Limited

78 Apar Industries Limited Annual Report 2009-10 79

 Schedules annexed to and forming part of the Consolidated Financial Statement Schedules annexed to and forming part of the Consolidated Financial Statement

Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd...)
B. Related Party Transactions C. Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related
i) Joint Venture Company (Apar Chematek Lubricants Limited): (Amount in Rupees) parties during the year (Amount in Rupees)
Sr. No. Transactions 2009–10 2008–09 2009–10 2008–09
1 Investment in shares – 12,912,500 i) Interest Received
2 Interest Received 1,149,668 280,377
– Apar Chematek Lubricants Limited 1,149,668 280,377
3 Marketing fees 95,242,596 3,349,621
4 Balance outstanding as on 31.03.2010 ii) Investment in Shares
Payable for Services 23,342,729 – – Apar Chematek Lubricants Limited – 12,912,500
Receivable for advances given 185,716 9,743,220 iii) Interest paid
– Dr. N. D. Desai 4,979,916 1,936,287
ii) Key managerial Personnel – Kushal N. Desai 7,682,087 3,104,481
– Chaitanya N. Desai 9,575,592 5,460,976
Sr. No. Transactions 2009–10 2008–09
– Rishabh K. Desai 2,813,658 3,338,921
1 Interest paid 17,257,679 8,565,457
– Vineeta R. Srivastava 3,431,671 2,907,080
2 Directors' remuneration 27,910,193 10,019,983
– Apar Investment Inc. 4,990,624 –
3 Sitting fees 30,000 26,000
– Apar Corporation Private Limited 5,569,188 4,290,415
4 Dividends paid (payment basis) – 50,702,644
iv) Dividends paid (payment basis)
5 Outstanding as on 31.03.2010
– Dr. N. D. Desai – 25,709,944
Loans and Deposits payable 218,500,000 157,737,831
– Kushal N. Desai – 25,518,916
iii) Chairman having significant influence – Chaitanya N. Desai – 25,183,728
v) Legal & Professional Fees
Sr. No. Transactions 2009–10 2008–09
– Dr. N. D. Desai 4,600,000 4,600,000
1 Interest paid 4,979,916 1,936,287
vi) Rent Paid
2 Director's commission 6,982,887 –
– Apar Corporation Private Limited 6,300,000 6,300,000
3 Sitting fees 122,000 100,000
4 Legal and Professional Fees 4,600,000 4,600,000 vii) Marketing fees
5 Dividends paid (payment basis) – 25,709,944 – Apar Chematek Lubricants Limited 95,242,596 3,349,621
6 Outstanding as on 31.03.2010 viii) Director Remuneration
Loans and Deposits payable 96,100,000 48,100,000 – Kushal N. Desai 13,358,944 2,983,588
– Chaitanya N. Desai 13,471,286 3,008,909
iv) Relatives of Key managerial Personnel – Dr. N. D. Desai 6,982,887 –
Sr. No. Transactions 2009–10 2008–09 – Mr. G. Sudhakar - Director - Petroleum Specialities PTE. Limited 1,079,963 1,202,415
1 Interest paid 7,461,317 7,840,803 – Mr. Bijay Singh Baid - Ex-Chairman & Managing Director - Uniflex Cables Limited – 418,431
2 Dividends paid (payment basis) – 705,728 – Mr. Jay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited – 825,880
3 Outstanding as on 31.03.2010 – Mr. Ajay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited – 825,880
Loans and Deposits 143,725,000 81,460,000 – Mr. Sanjay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited – 700,880

v) Entities over which key management personnel/individual having significant influence

Sr. No. Transactions 2009–10 2008–09
1 Interest Paid 10,915,032 4,461,436
2 Rent Paid 6,300,000 6,300,000
3 Dividends paid (payment basis) – 455,436
4 Shareable expense received 961,352 –
5 Outstanding as on 31.03.2010
Receivable for advances given 6,751,658 7,751,740
Loans and Deposits taken - Unsecured 126,754,179 89,548,824

80 Apar Industries Limited Annual Report 2009-10 81

 Schedules annexed to and forming part of the Consolidated Financial Statement Schedules annexed to and forming part of the Consolidated Financial Statement

Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd...) Schedule 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd...)

10. The Group's operations predominantly relate to manufacture of Conductors, Transformer/Speciality Oils and Cables which b. Geographical Segments
businesses have been identified as primary segments based on the Company's risk profile and internal reporting structure. i) Revenue by geographical Market: (Rupees in Lacs)

a. Business Segments Conductor Transformer & Speciality Power/Telecom Cable Others Total
(Rupees in Lacs)
Oils
Particulars Conductor Transformer & Speciality Power/Telecom Cable Others Eliminations Total
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
Oils
2009–10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 Outside India 23,665.53 44,418.91 34,698.48 30,875.32 3,991.65 3,691.13 – – 62,355.65 78,985.36
REVENUE In India* 70,976.95 92,123.32 75,812.44 86,410.65 14,084.09 5,745.90 325.37 440.74 161,198.85 184,720.61
External Sales 94,642.48 136,542.23 110,510.92 117,285.97 18,075.73 9,437.03 325.37 440.74 – – 223,554.50 263,705.97
Total 94,642.48 136,542.23 110,510.92 117,285.97 18,075.73 9,437.03 325.37 440.74 223,554.50 263,705.97
Other Income 1,515.18 251.00 28.57 305.37 22.38 10.82 33.88 55.46 – – 1,600.01 622.65
Inter-Segment Sales 2,424.18 1,808.38 115.37 203.32 163.96 12.70 87.21 19.94 (2,790.71) (2,044.34) 0.00 (0.00)
Total Revenue 98,581.83 138,601.60 110,654.86 117,794.66 18,262.07 9,460.55 446.45 516.15 (2,790.71) (2,044.34) 225,154.50 264,328.62 *Include deemed exports Rs. 8,616.83 lacs (previous year Rs. 14,886.32 lacs).
RESULT
Segment result 6,010.25 9,759.81 10,993.66 (3,572.58) (1,274.62) (167.08) 62.87 49.29 – – 15,792.17 6,069.44 ii) Carrying amount of Segment Assets: (Rupees in Lacs)
Unallocable Corporate/
Other expenses (net of Conductor Transformer & Speciality Power/Telecom Cable Others Unallocated Total
miscellaneous income) (2,431.46) (2,064.80) Oils
Operating Profit 13,360.71 4,004.64
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
Interest Expense (6,088.02) (8,243.12)
Interest Income 2,768.13 4,118.13 Outside India 2,686.13 23,865.90 17,444.47 11,522.52 420.64 969.14 – – – – 20,551.24 36,357.56
Profit before taxes 10,040.81 (120.36) In India 53,342.25 40,364.62 70,973.64 86,959.29 16,565.05 13,610.64 143.08 109.50 9,066.05 12,231.64 150,090.08 153,275.69
Income tax
Total 56,028.38 64,230.52 88,418.11 98,481.81 16,985.69 14,579.79 143.08 109.50 9,066.05 12,231.64 170,641.32 189,633.26
Current tax (2,152.54) (126.71)
Minimum Alternate tax – (23.50)
Minimum Alternate tax
Segment Revenue and Result
credit entitlement – 23.50
Prior year tax – 39.46 The expenses which are not directly attributable to the business segment are shown as unallocable corporate/other expenses
Deferred tax – (net of miscellaneous income)
Credit/(Charge) (86.05) (95.02)
Fringe Benefit Tax – (51.79) Segment assets and liabilities
Profit/(loss) after tax Segment assets include all operating assets used by the business segment and consist principally of fixed assets, debtors and
and before share of
associate's loss and inventories. Segment liabilities primarily include creditors and other liabilities. Assets and liabilities that cannot be allocated
minority interests 7,802.22 (354.42) between the segments are shown as a part of unallocable corporate assets and liabilities respectively.
Share of Associate's net loss – (578.97)
Minority Interest – 11. Particulars of earnings per share
(Profit)/Loss 672.12 401.16
Profit/(loss) after tax and
Sr. No. Particulars 2009-10 2008-09
before Extraordinary items 8,474.34 (532.23) 1 Profit after tax and before extraordinary items - in Rs. 847,434,357.25 (53,222,905.81)
Extraordinary items (net)
- Income/(Expenses) - 2 Profit after tax and extraordinary items - in Rs. 244,350,902.17 (53,222,905.81)
Net of income tax (6,030.83) – 3 Weighted Number of Equity Shares outstanding during the year 32,336,031 32,336,031
Profit/(loss) after tax and
4 Nominal Value of Equity Shares in Rs. 10 10
Extraordinary items 2,443.51 (532.23)
OTHER INFORMATION 5 Earnings per share - in Rs.
Segment assets 56,028.38 64,230.52 88,418.11 98,481.81 16,985.69 14,579.79 143.08 109.50 – – 161,575.27 177,401.61 Basic & Diluted before extraordinary items 26.21 (1.65)
Unallocable Corporate
and Other assets 9,066.05 12,231.64 Basic & Diluted after extraordinary items 7.56 (1.65)
Total Assets 170,641.32 189,633.26
Segment liabilities 44,540.20 58,812.54 72,170.17 79,211.71 5,872.08 5,553.99 1.08 – – – 122,583.53 143,578.23 12. Previous year figures have been regrouped, wherever necessary, to conform to current year's classification.
Unallocate Corporate and
other liabilities 2,796.50 612.67
Total liabilities 125,380.04 144,190.90
Capital expenditure 309.97 1,421.83 481.75 563.45 1,086.53 569.03 – – – – 1,878.24 2,554.31
Capital expenditure – As per our report of even date attached
unallocable 240.37 442.65
Depreciation 720.67 666.73 316.15 297.07 642.78 348.68 – – – – 1,679.60 1,312.48
For Price Waterhouse For and on behalf of the Board of Directors
Depreciation on – Chartered Accountants
unallocable 171.73 159.03 Firm Registration No.: 301112E
Non–cash expenses/
(income) other
than depreciation 35.84 87.29 12.81 19.75 (110.50) – – – 110.50 – 48.65 107.04
Non-cash expenses other
than depreciation - Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder
unallocable 66.97 66.98 Partner Managing Director & Director Chief Financial Officer Company Secretary
Membership No. F 33220 Chief Executive Officer
Place : Mumbai
Dated : May 25, 2010

82 Apar Industries Limited Annual Report 2009-10 83

 Consolidated Cash Flow Statement For the year ended March 31, 2010
(Amount in Rupees)
2009-2010 2008-2009
CASH FLOW FROM OPERATING ACTIVITIES :
Profit before taxation, Exceptional Items and
Extraordinary Items 1,015,642,990 5,366,148
Adjustments for:
Depreciation/Amortisation 185,133,303 147,150,570
(Profit)/Loss on Sale of Fixed Assets(Net) (1,354,911) (3,841,950)
Foreign Currency Translation Reserve (30,371,367) 8,782,246
Unrealised exchange loss/(gain) (303,433,304) 901,910,828
Profit on sale of investment – (1,027,749)
Dividend on investments (2,441,745) (185,493)
Interest income (276,812,965) (411,812,910)
Interest expense 608,802,248 824,311,899
179,521,259 1,465,287,441
Operating profit before working capital changes in : 1,195,164,249 1,470,653,588
Trade and other receivables 699,295,188 (818,071,654)
Inventories (756,603,274) (827,655,572)
Trade and other payables (1,615,737,785) (1,673,045,871) 2,664,825,834 1,019,098,608
Cash generated from/(used in) operations (477,881,622) 2,489,752,197
Taxes paid (including fringe benefit tax) (net of refunds) (180,884,004) (239,087,672)
Net cash from/(used in) operating activities (658,765,626) 2,250,664,525
CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Fixed Assets (211,861,201) (299,695,500)
Sale of Fixed Assets 5,075,869 9,484,843
Purchase of investments in
– Uniflex Cables Ltd – (252,524,180)
– Apar Chematek Lubricants Ltd – (23,236,783)
Investment in Mutual fund (Net) – 4,831,659
Dividend received 2,441,745 185,493
Interest Received 260,046,661 55,703,074 437,782,273 (123,172,195)
Net cash from/(used in) investing activities 55,703,074 (123,172,195)
CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds/(repayments) from/of fixed deposits (net) 53,167,500 15,432,000
Proceeds/(repayments) from/of bank borrowings (net) 124,176,360 (331,426,196)
Proceed/(repayments) from Short term borrowings 147,728,541 203,523,563
Proceed/(repayments) of long term borrowings (321,578,951) 60,684,000
Interest Paid (627,357,071) (850,281,262)
Dividend Paid – (129,726,993)
Tax on Dividends – (21,982,034)
Net cash from/(used in) financing activities (623,863,621) (1,053,776,921)
Net Increase/(Decrease) in cash and cash equivalents (1,226,926,173) 1,073,715,409
Cash and cash equivalents at the beginning of year 6,109,244,758 4,920,032,732
Cash and cash equivalents on acquisition of subsidiaries – 115,496,617
Cash and cash equivalents at the end of year 4,882,318,585 6,109,244,758
Notes :
1) Previous year figures have been regrouped/restated wherever necessary to conform to the current year presentation.
2) Refer Schedule 10 of financial statements for composition of cash and bank balances.
3) Cash and cash equivalents include margin money of Rs. 3,945,352,601 (Previous year Rs. 3,066,785,549) - Refer Note under Schedule
10 ‘Cash and Bank Balances’.

As per our report of even date attached.

For Price Waterhouse For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 301112E

Vilas Y. Rane Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder

Partner Managing Director & Director Chief Financial Officer Company Secretary
Membership No. F 33220 Chief Executive Officer
Place : Mumbai
Dated : May 25, 2010

84 Apar Industries Limited